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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 7, 2023
 
Valaris Limited
(Exact name of registrant as specified in its charter) 

Bermuda001-0809798-1589854
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
Clarendon House, 2 Church Street
Hamilton, Bermuda HM 11
(Address of Principal Executive Offices and Zip Code)
 
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660
 
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:

☐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))
Securities registered pursuant to Section 12(b) of the Act:



Title of each classTicker Symbol(s)Name of each exchange on which registered
Common SharesVALNew York Stock Exchange
Warrants to purchase Common SharesVAL WSNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging Growth Company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐


Item 5.07 Submission of Matters to a Vote of Security Holders

(a) Valaris Limited (the "Company") held its 2023 Annual General Meeting of Shareholders in Bermuda on June 7, 2023.
(b) There were 75,181,200 shares entitled to vote at the meeting based on the April 17, 2023 record date, of which 64,298,486 shares, or 85.52%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2023 Proxy Statement, were voted on at the meeting:
(1) To elect each of the following Directors to serve until the next Annual General Meeting of Shareholders or until their respective offices are otherwise vacated in accordance with the bye-laws of the Company:

a. Anton Dibowitz
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,585,18058,679469,2326,185,395

b. Dick Fagerstal
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
55,281,0242,362,875469,1926,185,395

c. Joseph Goldschmid
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,238,489405,336469,2666,185,395



d. Catherine J. Hughes
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,619,47424,392469,2256,185,395

e. Kristian Johansen
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,622,76520,957469,3696,185,395

f. Elizabeth D. Leykum
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,270,951372,770469,3706,185,395

g. Deepak Munganahalli
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
55,314,9462,328,776469,3696,185,395

h. James W. Swent, III
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
52,593,9925,049,730469,3696,185,395

(2) To approve on an advisory, non-binding basis the compensation of the Company's named executive officers:

Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
56,537,2851,027,491548,3156,185,395

(3) To vote, on an advisory, non-binding basis the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:
1 Year2 Years3 YearsAbstain
56,947,9183,474678,919482,780
(4) To approve the appointment of KPMG LLP as the Company's independent registered public accounting firm until the close of the next Annual General Meeting of Shareholders and to authorize the Company's board of directors, acting through the Audit Committee, to determine KPMG LLP's remuneration:
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
62,139,8671,657,252501,367N/A



(d) Frequency of Shareholder Votes on Executive Compensation. Consistent with the recommendation of the Company's board of directors, the Company’s shareholders recommended, by advisory, non-binding vote, a one-year frequency of future advisory votes on executive compensation. In accordance with these results and its previous recommendation, the Company's board of directors determined that future advisory votes on executive compensation will be held every one-year until the next required advisory vote on the frequency of shareholder votes on the compensation of named executive officers, which the Company expects to hold no later than its 2029 Annual General Meeting of Shareholders.



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.


 Valaris Limited
  
Date: June 7, 2023/s/ Davor Vukadin
 Davor Vukadin
 Senior Vice President and General Counsel