Nabors Industries Ltd.
SEC Document
SEC Filing
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Washington, D.C. 20549


Form 8-K






Date of Report (Date of earliest event reported): June 6, 2023



(Exact name of registrant as specified in its charter)


Bermuda   001-32657   98-0363970
(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
(Address of principal executive offices)   (Zip Code)


(441) 292-1510

(Registrant’s telephone number, including area code)



(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of exchange on which
Common shares   NBR   NYSE


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.07Submission of Matters to a Vote of Security Holders.


The annual general meeting of shareholders (the “Annual Meeting”) of the Company was held on June 6, 2023. Holders of 9,120,418 shares, representing 85.79% of our outstanding shares of common stock entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.


As explained in our proxy statement relating to the Annual Meeting:


·         In accordance with the Company’s Bye-Laws, directors are elected by a plurality of the votes cast. However, the Company has adopted a policy requiring that, in the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection with his or her election, he or she must promptly tender his or her contingent resignation from the Board of Directors (the “Board”), which the Board will accept unless it determines that it would not be in the Company’s best interests to do so.


·         Approval of the other matters considered at the Annual Meeting required the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the meeting, with abstentions having the effect of votes against a proposal and broker nonvotes being disregarded in the calculation.


The matters voted upon at the Annual Meeting were:


A. Election of Directors*


   Shares For  Shares Withheld  Nonvotes  Result 
Tanya S. Beder  6,786,465  1,602,301  731,652  Elected 
Anthony R. Chase  7,008,049  1,380,717  731,652  Elected 
James R. Crane  7,579,661  809,105  731,652  Elected 
John P. Kotts  7,149,781  1,238,985  731,652  Elected 
Michael C. Linn  6,389,615  1,999,151  731,652  Elected 
Anthony G. Petrello  7,508,899  879,867  731,652  Elected 
John Yearwood  7,548,717  840,049  731,652  Elected 


*All directors were elected by a majority of shares voted.


B. Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Independent Auditor’s Remuneration


For   8,903,838 
Against   209,197 
Abstain   7,383 


RESULT: Approved (97.70% For)


C. Advisory Vote on Compensation of Named Executive Officers


For   3,324,246 
Against   5,049,478 
Abstain   15,042 
Nonvotes   731,652 


RESULT: Not Approved (39.69% For)





D. Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation


1 Year   7,367,592 
2 Years   3,113 
3 Years   638,812 
Abstain   379,249 
Nonvotes   731,652 


RESULT: 1 Year (91.98%)


In light of the voting results on this advisory vote, and consistent with its recommendation to shareholders, the Board has decided that the Company will hold an advisory vote to approve the Company’s named executive officer compensation every year.







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.


  Nabors Industries Ltd.
Date: June 9, 2023 By: /s/Mark D. Andrews
    Name: Mark D. Andrews
    Title: Corporate Secretary