Annual-Quarterly-Proxy Reports

Financial Summary

ANNUAL GENERAL MEETING OF SHAREHOLDERS HELD MAY 25, 2017

The final voting results on each of the matters submitted to a vote of shareholders during the 2017 Annual General Meeting held on May 25, 2017 (the “Meeting”) are shown below. As of the record date, March 29, 2017, there were 126,135,187 Class A Ordinary Shares (“Shares”) outstanding and entitled to vote at the Meeting. The holders of a total of 102,743,106 Shares (81.45%) were present in person or by proxy at the Meeting, thereby reaching quorum. All of the proposals were approved with the requisite vote.

Proxy Materials

Document Download
2017 Annual General Meeting Proxy Statement Download
2016 Annual Report (Form 10-K) Download
2017 Proxy Solicitation Materials Download
2017 Additional Solicitation Materials Download
UK Annual Report and Accounts Download

Voting Results

 

Proposal No. 1a – To re-elect by ordinary resolution William E. Albrecht as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
93,393,987 1,167,192 65,404

Proposal No. 1b – To re-elect by ordinary resolution Thomas P. Burke as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
93,762,991 821,262 42,330

Proposal No. 1c – To re-elect by ordinary resolution Thomas R. Hix as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
92,684,375 1,899,212 42,996

Proposal No. 1d – To elect by ordinary resolution Jack B. Moore as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
93,912,854 670,642 43,087

Proposal No. 1e – To elect by ordinary resolution Thierry Pilenko as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
94,174,751 370,244 81,588

Proposal No. 1f – To re-elect by ordinary resolution Suzanne P. Nimocks as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
93,248,006 1,336,277 42,300

Proposal No. 1g – To re-elect by ordinary resolution John J. Quicke as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
92,822,489 1,761,600 42,494

Proposal No. 1h – To re-elect by ordinary resolution Tore I. Sandvold as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
92,850,416
1,694,723
81,444

Proposal No. 1i – To elect by ordinary resolution Charles L. Szews as director of the Company for a term to expire at the annual general meeting of shareholders to be held in 2018:

Votes For Votes Against Votes Abstaining
93,379,153 1,203,821 43,609

Proposal No. 2 – To approve, as a non-binding advisory resolution, the Company’s named executive officer compensation as reported in the 2017 proxy statement (in accordance with requirements applicable to companies subject to SEC reporting requirements under the Exchange Act):

Votes For Votes Against Votes Abstaining
91,482,653 3,073,633 70,297

Proposal No. 3 – To approve, as a non-binding advisory resolution, the frequency of future advisory votes, selecting among once every year, every two years or every three years, on the compensation of the NEOs pursuant to the compensation disclosure rules of the SEC:

Every yearEvery two yearsEvery three years
93,001,441 126,844 1,452,243

Proposal No. 4 – To approve the Company’s directors’ remuneration policy:

Votes For Votes Against Votes Abstaining
92,130,887 2,436,448 59,248

Proposal No. 5 – To approve, as a non-binding advisory resolution, the Company’s directors’ remuneration report for the year ended December 31, 2016, excluding the directors’ remuneration policy:

Votes For Votes Against Votes Abstaining
89,926,230 4,640,448 59,905

Proposal No. 6 – To receive the Company’s U.K. annual report and accounts for the year ended December 31, 2016:

Votes For Votes Against Votes Abstaining
101,943,911 390,460 408,735

Proposal No. 7 – To ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s U.S. independent registered public accounting firm for 2017:

Votes For Votes Against Votes Abstaining
100,589,962 2,060,693 92,451

Proposal No. 8 – To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006 (the “Companies Act”):

Votes For Votes Against Votes Abstaining
100,716,995 1,930,064 96,047

Proposal No. 9 – To authorize the Audit Committee to determine the remuneration of Deloitte U.K., in its capacity as the Company’s U.K. statutory auditor:

Votes For Votes Against Votes Abstaining
101,076,074 1,550,560 116,472

Proposal No. 10 – To approve an amendment to the 2013 Rowan Companies plc Incentive Plan:

Votes For Votes Against Votes Abstaining
92,324,824 2,255,318 46,441

Proposal No. 11 – To approve forms of share repurchase contracts and repurchase counterparties:

Votes For Votes Against Votes Abstaining
97,170,115 4,462,226 1,110,765

Proposal No. 12 – To authorize the Board, in accordance with section 551 of the Companies Act, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

Votes For Votes Against Votes Abstaining
92,688,100 1,886,814 51,669

Proposal No. 13 – To authorize the Board, by special resolution, in accordance with section 570 of the Companies Act, to allot equity securities (as defined in section 560 of the Companies Act) pursuant to the authority contemplated by the ordinary resolution included in Proposal 12 for cash without the rights of preemption provided by section 561 of the Companies Act:

Votes For Votes Against Votes Abstaining
92,893,162 1,680,599 52,822

Proposal No. 14 – To authorize the Board, by special resolution, in accordance with section 570 of the Companies Act, to allot equity securities (as defined in section 560 of the Companies Act) pursuant to the authority contemplated by the ordinary resolution included in Proposal 12 for cash without the rights of preemption provided by section 561 of the Companies Act in connection with an acquisition or specified capital investment:

Votes For Votes Against Votes Abstaining
93,703,298 867,037 56,248