UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 15, 2013
Diamond Offshore Drilling, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-13926 | 76-0321760 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
15415 Katy Freeway
Houston, Texas 77094
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 492-5300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate line 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
(a) Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on May 15, 2013 in New York, New York.
(b) At the Annual Meeting, the holders of 129,526,904 shares of common stock out of 139,035,156 shares entitled to vote as of the record date were represented in person or by proxy, constituting a quorum. The final voting results for each of the items presented for stockholder approval were as follows:
1. To elect ten directors to serve until the Company’s 2014 annual meeting of stockholders. The number of votes for, against and abstained and all shares as to which brokers indicated that they did not have the authority to vote (“Broker Non-Votes”) with respect to each director were as follows:
| Number of Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| James S. Tisch |
103,508,211 | 18,620,092 | 45,313 | 7,353,288 | ||||||||||
| Lawrence R. Dickerson |
106,852,576 | 15,270,207 | 50,833 | 7,353,288 | ||||||||||
| John R. Bolton |
121,230,732 | 748,474 | 194,410 | 7,353,288 | ||||||||||
| Charles L. Fabrikant |
121,183,680 | 795,253 | 194,683 | 7,353,288 | ||||||||||
| Paul G. Gaffney II |
120,737,114 | 1,241,497 | 195,005 | 7,353,288 | ||||||||||
| Edward Grebow |
120,711,493 | 1,265,735 | 196,388 | 7,353,288 | ||||||||||
| Herbert C. Hofmann |
103,865,830 | 18,111,177 | 196,609 | 7,353,288 | ||||||||||
| Clifford M. Sobel |
121,224,262 | 757,949 | 191,405 | 7,353,288 | ||||||||||
| Andrew H. Tisch |
103,557,913 | 18,569,980 | 45,723 | 7,353,288 | ||||||||||
| Raymond S. Troubh |
120,581,055 | 1,540,496 | 52,065 | 7,353,288 | ||||||||||
2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2013:
| Number of Shares | ||||
| For |
128,940,351 | |||
| Against |
533,302 | |||
| Abstain |
53,251 | |||
| Broker Non-Votes |
0 | |||
3. To approve, by advisory vote, executive compensation:
| Number of Shares | ||||
| For |
120,725,945 | |||
| Against |
1,239,430 | |||
| Abstain |
208,241 | |||
| Broker Non-Votes |
7,353,288 | |||
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Based on the final vote as reported above, the ten director nominees named above were elected as directors of the Company. In addition, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2013 and approved, by advisory vote, executive compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIAMOND OFFSHORE DRILLING, INC. | ||
| By: | /s/ William C. Long | |
| William C. Long | ||
| Senior Vice President, General Counsel and Secretary | ||
Dated: May 17, 2013
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