UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 3, 2026, Seadrill Limited (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders of the Company approved Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Amendment”), as described in the Company’s definitive proxy statement on Schedule 14A for the Meeting, which was filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”). The Amendment had previously been approved, subject to shareholder approval, by the Company’s Board of Directors (the “Board”).
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Meeting held on June 3, 2026, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in the Proxy Statement.
Proposal 1: Number of Directors
The determination that the number of directors comprising the Board be set at up to nine (9) directors until such number is determined or changed in accordance with the Bye-laws of the Company (the “Bye-laws”) and the authorization of the Board to fill any vacancy on the Board left unfilled at any general meeting of shareholders was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 43,175,908 | 173,864 | 1,546,110 | 3,956,408 |
Proposal 2: Re-Election of Directors
The following director nominees were re-elected as directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws, with the vote totals as set forth in the table below:
| Nominee |
For | Against | Abstentions | Broker Non-Votes | ||||
| Julie J. Robertson |
42,869,683 | 480,632 | 1,545,567 | 3,956,408 | ||||
| Jean Cahuzac |
43,082,539 | 266,289 | 1,547,054 | 3,956,408 | ||||
| Jan Kjærvik |
38,603,335 | 4,745,978 | 1,546,569 | 3,956,408 | ||||
| Mark McCollum |
43,322,502 | 26,123 | 1,547,257 | 3,956,408 | ||||
| Harry Quarls |
43,320,724 | 27,413 | 1,547,745 | 3,956,408 | ||||
| Andrew Schultz |
31,593,085 | 11,963,111 | 1,339,686 | 3,956,408 | ||||
| Paul Smith |
42,802,976 | 545,658 | 1,547,248 | 3,956,408 | ||||
| Jonathan Swinney |
43,322,316 | 26,251 | 1,547,315 | 3,956,408 | ||||
| Ana Zambelli |
43,222,425 | 126,203 | 1,547,254 | 3,956,408 |
Proposal 3: Appointment of the Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP, United States (“PwC US”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and until the close of the Company’s next
annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 47,223,781 | 79,918 | 1,548,591 | — |
Proposal 4: Approval and Ratification of the Remuneration of Directors
The remuneration of the directors described in the Proxy Statement was approved and ratified, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 43,328,331 | 15,251 | 1,552,300 | 3,956,408 |
Proposal 5: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The advisory vote to approve the compensation of the Company’s named executive officers for 2025 was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 41,033,521 | 2,310,244 | 1,552,117 | 3,956,408 |
Proposal 6: Approval of Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan
Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 41,146,428 | 2,201,541 | 1,547,913 | 3,956,408 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEADRILL LIMITED | ||||||
| Date: June 5, 2026 | ||||||
| By: | /s/ Grant Creed | |||||
| Name: | Grant Creed | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 10.1
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
SEADRILL LIMITED
2022 MANAGEMENT INCENTIVE PLAN
This Amendment No. 1 (this “Amendment”) amends the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Plan”), maintained by Seadrill Limited (registration no. 202100496), an exempted company incorporated and existing under the laws of Bermuda (the “Company”). Capitalized terms used but not defined in this Amendment shall have meanings set forth in the Plan.
WHEREAS, the Company desires to amend the Plan to increase the number of Shares issuable under the Plan by 1,400,000 Shares; and
WHEREAS, the Board approved this Amendment on March 25, 2026.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Increase in Available Shares. The first sentence of Section 4.a of the Plan is hereby amended and restated in its entirety to read as follows:
“Subject to adjustment as provided in Section 4.b below, the aggregate number of Shares that may be issued with respect to Awards that may be granted from time to time under the Plan shall in the aggregate not exceed 4,310,053; provided, that, subject to adjustment as provided for in Section 4.b below, all of such Shares may be issued with respect to grants of Incentive Stock Options.”
2. Full Force and Effect. Except as otherwise explicitly set forth in this Amendment, all provisions of the Plan shall remain in full force and effect.
3. Effective Date. This Amendment shall be effective on the date of approval of this Amendment by the shareholders of the Company at the 2026 Annual General Meeting of Shareholders of the Company and shall be void in the absence of such approval.