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EX-99.1 - PRESS RELEASE - Vantage Drilling COdex991.htm

 

 

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): July 28, 2011

 

 

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   1-34094   N/A

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

777 Post Oak Boulevard, Suite 800

Houston, TX

  77056
(Address of principal executive offices)   (Zip Code)

(281) 404-4700

(Registrant’s telephone number, including area code)

(Not Applicable)

(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 (see General Instruction A.2 below):

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Extraordinary General Meeting in lieu of Annual General Meeting (the “Meeting”) of Shareholders of Vantage Drilling Company (the “Company”) on July 28, 2011, shareholders approved the amendment and restatement of the Company’s 2007 Long-Term Incentive Compensation Plan (as amended and restated, the “Plan”), including the increase of shares authorized under the Plan by 17,500,000. A detailed summary of the Plan is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on July 1, 2011 (the “Proxy Statement”). The description of the Plan in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, a copy of which was filed as Annex A the Proxy Statement, and such Annex A is incorporated by reference as Exhibit 10.1 to this Form 8-K.

 

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

At the Meeting, nine directors were elected for terms expiring on the date of the annual general meeting for the year ended December 31, 2011. As to each nominee for director, the results of the voting were as follows:

 

Name of Nominee

   Number of
Votes For
     Number of
Votes Against
     Number of
Votes Abstaining
     Number of
Broker Non-Votes
 

Paul A. Bragg

     231,574,743         2,320,887         500,690         25,498,080   

Steven Bradshaw

     232,474,046         1,414,309         507,965         25,498,080   

Jorge E. Estrada

     219,477,408         818,247         14,100,665         25,498,080   

Robert F. Grantham

     230,415,483         3,480,672         500,165         25,498,080   

Marcelo D. Guiscardo

     219,436,497         860,158         14,099,665         25,498,080   

Ong Tian Khiam

     227,080,193         6,812,337         503,790         25,498,080   

John C.G. O’Leary

     217,000,753         3,283,127         14,112,440         25,498,080   

Duke Ligon

     227,088,299         6,803,856         504,165         25,498,080   

Steinar Thomassen

     232,912,869         979,281         504,170         25,498,080   

The result of the vote on the proposal to approve an ordinary resolution to increase the Company’s ordinary share capital was as follows:

 

Number of Votes
Voted For

  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
66,233,209   168,036,203   126,908   25,498,080


The result of the vote on the proposal to approve a special resolution to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide further procedures regarding shareholder nominations and proposals was as follows:

 

Number of Votes
Voted For

  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker  Non-Votes
119,659,768   100,827,837   13,908,715   25,498,080

The result of the vote on the proposal to approve an ordinary resolution to amend and restate the 2007 Long-Term Incentive Compensation Plan to, among other things, increase the number of ordinary shares authorized for issuance thereunder was as follows:

 

Number of Votes
Voted For

  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
215,395,920   5,155,300   13,845,100   25,498,080

The result of the vote on the proposal to ratify UHY LLP as the Company’s independent registered public accounting firm was as follows:

 

Number of Votes
Voted For

  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
242,881,697   2,499,278   14,513,425   0

The result of the non-binding shareholder vote on the proposal to approve the compensation paid to the Company’s named executive officers was as follows:

 

Number of

Votes For

  Number of
Votes Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
217,737,543   2,847,859   13,810,918   25,498,080

The result of the non-binding shareholder vote on the frequency of future non-binding advisory votes to approve the compensation paid to the Company’s named executive officers was as follows:

 

Number of

Votes For Every
Year

  Number of
Votes For Every
Two Years
  Number of Votes
for Every Three
Years
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
116,143,764   1,196,983   8,531,554   108,524,019   25,498,080

In accordance with the Board of Directors recommendation as set forth in the Proxy Statement, and based on the voting results for this proposal, the Company determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted on an annual basis, until the next advisory vote on this matter is held.

 

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Item 8.01 Other Events.

On August 1, 2011, Vantage Drilling Company (the “Company”) issued a press release announcing that it would conduct a conference call at 11:00 AM Eastern Time on August 3, 2011 to discuss operating results and developments for the second quarter of 2011. A copy of this press release is being furnished as Exhibit 99.1 to this report.

 

Item 9.01 Exhibits

 

Exhibit
No.

  

Description

10.1    2007 Long-Term Incentive Compensation Plan (incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed with the SEC on July 1, 2011).
99.1    Press Release dated August 1, 2011.

[Signature page follows]

 

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SIGNATURE

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.

Date: August 1, 2011

 

VANTAGE DRILLING COMPANY

/s/ Douglas G. Smith

Douglas G. Smith
Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    2007 Long-Term Incentive Compensation Plan (incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed with the SEC on July 1, 2011).
99.1    Press Release dated August 1, 2011.