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): March 18, 2013

 

 

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 5.07 Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting in lieu of Annual General Meeting of Vantage Drilling Company (the “Company”) held on March 18, 2013 (the “Meeting”), the Company’s shareholders elected nine directors for terms expiring on the date of the next annual general meeting. As to each nominee for director, the results of the voting were as follows:

 

Name of Nominee

   Number of
Votes For
     Number of Votes
Withheld
 

Paul A. Bragg

     241,214,558         4,760,380   

Steven Bradshaw

     241,425,212         4,549,726   

Jorge E. Estrada

     241,317,410         4,657,528   

Robert F. Grantham

     241,220,568         4,754,370   

Marcelo D. Guiscardo

     241,515,612         4,459,326   

Ong Tian Khiam

     240,802,530         5,172,408   

John C.G. O’Leary

     222,322,632         23,652,306   

Duke Ligon

     219,766,770         26,208,168   

Steinar Thomassen

     241,457,695         4,517,243   

The result of the vote on the proposal to approve an ordinary resolution to amend the Company’s 2007 Long-Term Incentive Compensation Plan to 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
 
122,915,437      121,886,148         1,173,353         24,278,505   

The result of the vote on the proposal to approve an ordinary resolution to ratify the material terms of executive officer performance goals to be used by the Compensation Committee for certain executives from the date of the Meeting to the date of the meeting of our shareholders to be held in 2018 was as follows:

 

Number of Votes

Voted For

   Number of Votes
Voted Against
     Number of Votes
Abstaining
     Number of
Broker Non-Votes
 
146,289,450      98,648,090         1,037,398         24,278,505   

The result of the vote on the proposal to approve an ordinary resolution to ratify the appointment of UHY LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2013 was as follows:

 

Number of Votes

Voted For

   Number of Votes
Voted Against
     Number of Votes
Abstaining
 
170,673,821      98,913,816         665,806   

 

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The result of the non-binding shareholder vote on the proposal to approve the compensation paid to the Company’s named executive officers, commonly referred to as a “say on pay” proposal, was as follows:

 

Number of Votes

Voted For

   Number of Votes
Voted Against
     Number of Votes
Abstaining
     Number of
Broker Non-Votes
 
146,215,368      98,630,272         1,129,298         24,278,505   

 

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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: March 18, 2013

 

VANTAGE DRILLING COMPANY

/S/ DOUGLAS G. SMITH

Douglas G. Smith,

Chief Financial Officer

 

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