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EX-3.1 - EX-3.1 - DIAMOND OFFSHORE DRILLING, INC.d610025dex31.htm

 

 

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): October 4, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On and effective as of October 4, 2013, the Board of Directors of Diamond Offshore Drilling, Inc. (the “Company”) amended Article IV, Section 2 of the Company’s Amended and Restated By-Laws, as amended through March 15, 2011 (the “By-Laws”), to provide that, except as otherwise provided by law or the By-Laws, the presence of at least one-third (1/3) of the then appointed members of a committee of the Board of Directors shall constitute a quorum, instead of a majority as the By-Laws previously provided.

The full text of the By-Laws, as amended through October 4, 2013, is included as Exhibit 3.1 to this report, and amended Article IV, Section 2 thereof is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits.

 

Exhibit number

  

Description

3.1    Amended and Restated By-Laws (as amended through October 4, 2013) of Diamond Offshore Drilling, Inc.

 

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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: October 8, 2013

 

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