Valaris Ltd
For the period ended Jun 12, 2025. Filed Apr 17, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 17, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrantþ Filed by a party other than the registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under §240. 14a-12
Valaris Limited
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check all boxes that apply):
þ No fee required
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Dear Fellow Shareholders,
We believe that the offshore oil and gas sector will continue to play an important role in providing secure, reliable, and affordable energy to the world. Over the past year, we maintained our focus on delivering outstanding safety and operating performance, converting contract backlog to revenue, and managing costs prudently. This emphasis on execution, combined with our high specification assets and exceptional people, positions us for success.
Delivering safe and efficient operations to our customers
In 2024, our continued focus on delivering safe and efficient operations led to fleetwide revenue efficiency of 97%, an improvement over 2023 and marked the fourth consecutive year in which we achieved at least 96%.
Likewise, our safety performance improved meaningfully in 2024, with our Total Recordable Incident Rate (TRIR) improving by 20% and our Lost Time Incident Rate (LTIR) by 55% compared to the prior year. During the year, we were recognized with safety awards from both the International Association of Drilling Contractors (IADC) and the Center for Offshore Safety.
Safe operating performance would not be possible without our people, and we continued to invest in our employees in 2024.
Over the course of the year, we conducted approximately 318,000 training hours, or an average 73 and 18 hours, respectively, for each offshore and onshore employee. These training hours included the BOLD Leadership program for 340 front-line offshore leaders, 50 IADC WellSharp Well Control courses, more than 50 Enhanced Well Control courses, as well as personalized career pathways to prepare high potential employees for leadership.
Securing attractive long-term contracts
We are focused on securing attractive, long-term contracts for our active rigs that support our future earnings and cash flow. We are willing to be patient to secure the right opportunities for our rigs and are
particularly focused on those with customers or in basins where we have visibility into several years of future work.
Prudently managing our fleet
We continue prudently managing our fleet. If a rig is expected to have a meaningful gap between contracts, we will stack it to reduce operating cost until the next contract. In addition, we will retire or divest rigs when the expected economic benefit for an asset does not justify its costs. Consistent with this approach, we recently announced plans to retire three semisubmersibles and sold a stacked jackup.
These actions reduce our costs, benefit our cash flow and further focus our fleet on high-specification assets.
Robust long-term outlook for our business
Demand for hydrocarbons continues to increase and we expect offshore, particularly deepwater, to play an increasingly important role in meeting the world’s growing energy needs.
We see for 2026 and 2027 a robust pipeline of deepwater project approvals, which are expected to be at their highest level in more than a decade. This, in turn, is expected to spur growth in deepwater rig demand through the end of the decade.
Focused on creating long-term value for shareholders
Our long-term outlook is underpinned by the continuing increase in global demand for hydrocarbons and the attractiveness of offshore relative to other sources.
Valaris is well-positioned to help meet this need with our high-specification fleet and operational track record, driving long-term value creation for shareholders.
We thank every member of the Valaris team around the world for their many accomplishments in 2024 and their continued focus on operating safely and efficiently for our customers.
On behalf of our entire global workforce and the Board of Directors, thank you for your support.
Sincerely,
| Elizabeth D. LeykumChair of the Board | Anton DibowitzDirector, President andChief Executive Officer |
|---|
| valaris.com | 2025 Proxy Statement | 1 |
|---|
| Date and TimeJune 12, 20258:00 a.m. Bermuda time6:00 a.m. Houston time | LocationJuneland RoomHamilton Princess76 Pitts Bay RoadPembroke, HamiltonHM 08, Bermuda | Who Can VoteShareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") as of April 15, 2025 are entitled to vote. |
| Resolution 1Election of Six Director Nominees Named in the Proxy Statement | Resolution 2Advisory Vote to Approve Named Executive Officer Compensation | Resolution 3Approve appointment of KPMG LLP as our Independent Registered Public Accounting Firm and to authorize the Board, acting by its Audit Committee, to set KPMG LLP’s remuneration | |||||
|---|---|---|---|---|---|---|---|
| “FOR” | Page 9 | “FOR” | Page 31 | “FOR” | Page 59 | ||
| each director nominee | |||||||
Shareholders may also be asked to consider and vote on such other business as may properly come before the meeting and any adjournment or postponement thereof. The Company’s audited financial statements for the year ended December 31, 2024 will also be available at the Meeting and are included in our 2024 annual report to shareholders ("2024 annual report").
Your vote is very important. Even if you plan to attend the meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the meeting in accordance with your instructions. Voting your shares will help to ensure that your interests are represented at the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.
By Order of the Board of Directors,
Davor Vukadin
Senior Vice President, General Counsel and Secretary
April 17, 2025
| How toVote | Internetwww.proxyvote.comHave your proxy card in hand when you access the website and follow the instructions. | MailMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received no later than 3:00 PM Eastern time on June 11, 2025, which is the voting cutoff time. |
|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 12, 2025. The proxy statement, our 2024 annual report and notice are available without charge at www.proxyvote.com.
| 2 | Valaris Limited | valaris.com |
| Letter to Our Shareholders | 1 |
| Notice of Annual General Meeting of Shareholders (The "Meeting") | 2 |
| 2024 Business Highlights | 5 |
| Proxy Summary | 6 |
| Resolution 1: Election of Directors | 9 |
| Board Overview | 10 |
| Director Nominees | 12 |
| Determination of Independence | 17 |
| Director Nominations | 18 |
| Corporate Governance | 19 |
| Director Compensation | 28 |
| Resolution 2: Advisory Vote to Approve Named Executive Officer Compensation | 31 |
| Compensation Discussion and Analysis | 32 |
| Other Executive Compensation Matters | 43 |
| Compensation Committee Report | 45 |
| Executive Compensation | 46 |
| Summary Compensation Table | 46 |
| Grants of Plan-Based Awards Table | 48 |
| Outstanding Equity Awards at Fiscal Year-End Table | 49 |
| Shares Vested Table | 50 |
| Pension Benefits | 50 |
| Supplemental Executive Retirement Plans | 50 |
| Pension Benefits Table | 50 |
| Nonqualified Deferred Compensation Table | 51 |
| Potential Payments Upon Termination or Change in Control | 51 |
| Equity Awards | 52 |
| CEO Pay Ratio | 54 |
| Pay Versus Performance | 55 |
| Resolution 3: Appointment of the Independent Registered Public Accounting Firm | 59 |
| Audit Committee Report | 61 |
| Ownership of Voting Securities | 62 |
| Questions and Answers about the Meeting and Voting | 64 |
| Other Matters | 70 |
| Appendix A: Reconciliation of GAAP and non-GAAP Financial Measures | 72 |
| valaris.com | 2025 Proxy Statement | 3 |
|---|
FORWARD-LOOKING STATEMENTSStatements contained in this proxy statement that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” "outlook," “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words. The forward-looking statements contained in this proxy statement are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, target, goal, commitment or expectation can or will be achieved. You should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, which is available on the SEC’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law.Standards of measurement and performance made in reference to our sustainability targets, plans and goals are based on evolving protocols and assumptions which may change or be refined. Company goals are aspirational and may change. Statements regarding the Company’s goals, including greenhouse gas emissions reduction goals, are not guarantees or promises that they will be met. We may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans. The inclusion of information regarding our sustainability initiatives and aspirations is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC. Content available on websites and in documents referenced in this proxy statement are not incorporated by reference herein and are not part of this proxy statement.
| 4 | Valaris Limited | valaris.com |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.