Annual-Quarterly-Proxy Reports

2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Meeting date: May 25, 2017
Record date: March 29, 2017
Location: London, U.K.

Financial Summary



Annual General Meeting of Shareholders held April 28, 2016

The final voting results on each of the matters submitted to a vote of shareholders at the 2016 Annual General Meeting held on April 28, 2016 (the “Meeting”) are shown below. As of the record date, March 1, 2016, there were approximately 124,825,724 Class A Ordinary Shares (“Shares”) outstanding and entitled to vote at the Meeting. The holders of a total of 104,855,376 Shares (84.00%) 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
2016 Annual General Meeting Proxy Statement Download
2015 Annual Report (Form 10-K) Download
2016 Proxy Solicitation Materials Download
UK Remuneration Policy Download

Voting Results

 

Proposal No. 1a – To re-elect by ordinary resolution William E. Albrecht for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
98.70% 1.25% 0.03%

Proposal No. 1b – To re-elect by ordinary resolution Thomas P. Burke for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
98.96% 1.00% 0.02%

Proposal No. 1c – To re-elect by ordinary resolution Sir Graham Hearne for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
96.88% 3.08% 0.03%

Proposal No. 1d – To re-elect by ordinary resolution Thomas R. Hix for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
96.97% 2.95% 0.07%

Proposal No. 1e – To elect by ordinary resolution Jack B. Moore for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
99.00% 0.95% 0.03%

Proposal No. 1f – To re-elect by ordinary resolution Suzanne P. Nimocks for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
96.55% 3.40% 0.03%

Proposal No. 1g – To re-elect by ordinary resolution P. Dexter Peacock for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
97.18% 2.77% 0.03%

Proposal No. 1h – To re-elect by ordinary resolution John J. Quicke for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
97.00% 2.95% 0.03%

Proposal No. 1i – To re-elect by ordinary resolution Tore I. Sandvold for a term to expire at the annual general meeting of shareholders to be held in 2017:

Shares Voted For Shares Voted Against Shares Abstaining
97.38% 2.58% 0.03%

Proposal No. 2 – To ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s U.S. independent registered public accounting firm for 2016:

Shares Voted For Shares Voted Against Shares Abstaining
97.37% 2.47% 0.15%

Proposal No. 3 – To approve, as a non-binding advisory vote the Company’s named executive officer compensation as reported in the 2016 proxy statement (in accordance with requirements applicable to companies subject to SEC reporting requirements under the Exchange Act):

Shares Voted For Shares Voted Against Shares Abstaining
96.03% 3.91% 0.05%

Proposal No. 4 – To approve an amendment to the 2013 Rowan Companies plc Incentive Plan:

Shares Voted For Shares Voted Against Shares Abstaining
94.55% 5.37% 0.06%

General Meeting of Shareholders held June 30, 2016

In connection with the U.K. requirement for Rowan Companies plc (the "Company") to prepare its financial statements in accordance with International Financial Reporting Standards ("IFRS"), the Company held a General Meeting of Shareholders on June 30, 2016, at which the Company's U.K. Annual Report and Accounts prepared in accordance with the Companies Act 2006 ("U.K. Companies Act") requirements and IFRS were laid before the Company. The U.K. Annual Report and Accounts were not available at the time of the Company's 2016 Annual General Meeting held on April 28, 2016.

The final voting results on each of the matters submitted to a vote of shareholders at the General Meeting are shown below. As of the record date, May 2, 2016, there were approximately 125,466,504 Class A Ordinary Shares (“Shares”) outstanding and entitled to vote at the Meeting. The holders of a total of 109,037,844 Shares (86.90%) 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
General Meeting Proxy Statement - June 30, 2016 Download
2015 UK Annual Report and Statutory Accounts Download
General Meeting Solicitation Materials Download

Voting Results

 

Proposal No. 1 – To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the U.K. Companies act (to hold office until the conclusion of the next meeting at which accounts are laid before the Company):

Votes For Votes Against Votes Abstaining
98.03% 1.86% 0.09%

Proposal No. 2 – To authorize the Audit Committee to determine the U.K. statutory auditors’ remuneration:

Votes For Votes Against Votes Abstaining
98.70% 1.22% 0.06%

Proposal No. 3 – To approve, as a non-binding advisory vote, the Company’s U.K. statutory Implementation Report for the year ended December 31, 2015 (in accordance with the requirements applicable to U.K. companies):

Votes For Votes Against Votes Abstaining
95.44% 4.48% 0.06%