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 4, 2013

 

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda
(State or Other Jurisdiction of
Incorporation or Organization)

 

001-32657
(Commission File Number)

 

980363970
(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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  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 4, 2013.   Holders of 280,422,689 shares, representing 86.8% of our outstanding shares of common stock entitled to vote as of the record date for the meeting, participated in person or by proxy.

 

As explained in our proxy statement relating to the meeting:

 

·                  Directors are elected by a plurality of the votes cast.  In the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection with his election, he must promptly tender his resignation from 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 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 and broker nonvotes having the effect of votes against a proposal.

 

The matters voted upon at the meeting were:

 

1.

Election of Directors

 

 

 

Shares For

 

Shares Withheld

 

Nonvotes

 

Result

 

James R. Crane

 

181,249,897

 

76,038,825

 

23,133,967

 

Elected

 

Michael C. Linn

 

158,834,804

 

98,453,918

 

23,133,967

 

Elected

 

John V. Lombardi

 

113,458,115

 

143,830,607

 

23,133,967

 

Elected

 

Howard Wolf

 

251,356,381

 

5,932,341

 

23,133,967

 

Elected

 

John Yearwood

 

120,314,171

 

136,974,551

 

23,133,967

 

Elected

 

 


* Messrs. Lombardi and Yearwood received the affirmative vote of less than a majority of the shares voted (or withheld) in connection with their election and accordingly tendered their resignations.  The Governance and Nominating Committee of the Board considered the current structure of the Board, the Company’s current strategic needs, shareholders’ expressed reasons for withholding votes, and the contributions and anticipated roles of each of Messrs. Lombardi and Yearwood, and recommended that the Board not accept the resignations.  The Board determined that acceptance of their resignations would not be in the Company’s best interests and voted unanimously to reject the resignations.  Messrs. Lombardi and Yearwood did not participate in the deliberations or the vote.

 

2.

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

 

For

 

273,322,024

 

Against

 

6,742,264

 

Abstain

 

358,401

 

 

RESULT:  Approved (97.5% For)

 

1



 

3.

Approval of 2013 Incentive Bonus Plan

 

For

 

242,592,973

 

Against

 

14,052,462

 

Abstain

 

643,287

 

Nonvotes

 

23,133,967

 

 

RESULT:  Approved (86.5% For)

 

4.

Approval of 2013 Stock Plan

 

For

 

190,320,173

 

Against

 

65,611,460

 

Abstain

 

1,357,089

 

Nonvotes

 

23,133,967

 

 

RESULT:  Approved (67.9% For)

 

5.

Advisory Vote on Compensation of Named Executive Officers

 

For

 

93,179,267

 

Against

 

162,803,623

 

Abstain

 

1,305,832

 

Nonvotes

 

23,133,967

 

 

RESULT:  Not approved (33.2% For)

 

6.

Shareholder Proposal To Require Shareholder Approval of Certain Performance Metrics

 

For

 

65,007,275

 

Against

 

191,636,335

 

Abstain

 

645,112

 

Nonvotes

 

23,133,967

 

 

RESULT:  Not approved (23.2% For)

 

7.

Shareholder Proposal To Require an Independent Chairman

 

For

 

138,901,515

 

Against

 

117,887,239

 

Abstain

 

499,968

 

Nonvotes

 

23,133,967

 

 

RESULT:  Not approved (49.5% For)

 

2



 

8.

Shareholder Proposal To Adopt a Share-Retention Requirement

 

For

 

73,020,817

 

Against

 

183,406,592

 

Abstain

 

861,313

 

Nonvotes

 

23,133,967

 

 

RESULT:  Not approved (26.0% For)

 

9.

Shareholder Proposal To Amend Bye-laws to Seek Shareholder Approval of Certain Future Severance Agreements

 

For

 

128,610,631

 

Against

 

128,136,375

 

Abstain

 

541,716

 

Nonvotes

 

23,133,967

 

 

RESULT:  Not approved (45.9% For)

 

10.

Shareholder Proposal To Adopt a Proxy Access Bye-law

 

For

 

130,962,251

 

Against

 

125,618,933

 

Abstain

 

707,538

 

Nonvotes

 

23,133,967

 

 

RESULT:  Not approved (46.7% For)

 

3



 

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, 2013

NABORS INDUSTRIES LTD.

 

 

 

 

 

/s/ Mark D. Andrews

 

Mark D. Andrews

 

Corporate Secretary

 

4