UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 5, 2012
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-32657 | 980363970 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda |
N/A | |||
| (Address of principal executive offices) | (Zip Code) | |||
(441) 292-1510
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual general meeting of shareholders of Nabors Industries Ltd. was held on June 5, 2012. Holders of 87.3% of our outstanding shares of common stock entitled to vote as of the record date for the meeting participated in person or by proxy. All seven of the continuing members of our Board of Directors attended the meeting.
The matters voted upon at the meeting were:
| 1. | Election of Class III* Directors |
| Shares For | Shares Withheld | Non-Votes | ||||||||||
| James R. Crane |
230,485,362 | 22,609,325 | 25,233,230 | |||||||||
| Michael C. Linn |
244,823,554 | 8,271,133 | 25,233,230 | |||||||||
| John Yearwood |
187,743,821 | 65,350,866 | 25,233,230 | |||||||||
| * | Since the bye-law amendment to declassify the Board of Directors was approved (Matter 3, below), these Directors are no longer in a class, and their terms will expire at the 2013 annual general meeting of shareholders. As explained in the proxy statement, the declassification amendment will be phased in over the next two years: the term of the current Class I Directors will also expire at the 2013 annual general meeting, and the term of the current Class II Directors will expire at the 2014 annual general meeting at which all nominees will be elected for a term of one year. |
| 2. | Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Auditor’s Remuneration |
| For |
271,909,463 | |||
| Against |
5,682,114 | |||
| Abstain |
736,340 |
| 3. | Bye-law Amendment to Declassify Board |
| For |
239,607,237 | |||
| Against |
12,792,668 | |||
| Abstain |
694,254 | |||
| Non-Votes |
25,233,758 |
| 4. | Business Combinations Bye-law Amendment |
| For |
58,505,215 | |||
| Against |
193,830,603 | |||
| Abstain |
758,869 | |||
| Non-Votes |
25,233,230 |
| 5. | Technical Bye-law Amendments |
| For |
249,520,579 | |||
| Against |
2,851,558 | |||
| Abstain |
722,022 | |||
| Non-Votes |
25,233,758 |
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| 6. | Approval of 2012 Incentive Bonus Plan |
| For |
121,137,183 | |||
| Against |
131,341,293 | |||
| Abstain |
616,211 | |||
| Non-Votes |
25,233,230 |
| 7. | Approval of 2012 Stock Plan |
| For |
114,350,265 | |||
| Against |
137,992,597 | |||
| Abstain |
751,825 | |||
| Non-Votes |
25,233,230 |
| 8. | Advisory Vote on Compensation of Named Executive Officers |
| For |
63,397,673 | |||
| Against |
188,675,933 | |||
| Abstain |
1,021,081 | |||
| Non-Votes |
25,233,230 |
| 9. | Shareholder Proposal to Adopt a Proxy Access Bye-law |
| For |
141,695,286 | |||
| Against |
110,642,845 | |||
| Abstain |
756,556 | |||
| Non-Votes |
25,233,230 |
| 10. | Shareholder Proposal to Amend Bye-laws to Seek Shareholder Approval of Certain Future Severance Agreements |
| For |
167,091,663 | |||
| Against |
85,327,185 | |||
| Abstain |
675,839 | |||
| Non-Votes |
25,233,230 |
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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 thereunto duly authorized.
| Dated: June 6, 2012 | NABORS INDUSTRIES LTD. | |||||
| /s/ Mark D. Andrews | ||||||
|
| ||||||
| Mark D. Andrews | ||||||
| Corporate Secretary | ||||||
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