NABORS INDUSTRIES LTD
For the period ended Jun 4, 2024. Filed Apr 25, 2024.
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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 4, 2024 · Filed Apr 25, 2024
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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
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(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 the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2024 ANNUAL MEETING
OF SHAREHOLDERS
| Date and Time Tuesday, June 4, 2024 10:00 a.m. Central Time Place The Offices of Nabors Corporate Services, Inc. 515 W. Greens Road Houston, TX 77067 Who Can Vote Shareholders of record at the close of business on April 8, 2024, may only vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting. How to Cast your Vote Online www.proxyvote.com and accessible via the QR code below. By mail Sign, date and return your proxy card/voting instruction form to vote by mail. By phone 1-800-690-6903 In Person Owners with shares held through a bank or broker may vote in person at the Annual Meeting if they have a legal proxy from the bank or broker and bring it to the Annual Meeting. · On behalf of the Board of Directors (the “Board”) of Nabors Industries Ltd. (“Nabors” or the “Company”), we cordially invite you to attend the Company’s meeting of shareholders to be held at the offices of our subsidiary, Nabors Corporate Services, Inc., 515 W. Greens Rd., Houston, Texas, 77067 on June 4, 2024, at 10:00 A.M. CDT (the “Annual Meeting”), for the following purposes: | |||
|---|---|---|---|
| Proposals · Board Vote Recommendation · For Further Details | |||
| 1 | Election of seven directors for one-year term | “FOR” each director nominee | Page 28 |
| 2 | Approval and appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2024, and authorization for the Audit Committee of the Board to set the independent auditor’s remuneration | “FOR” | Page 37 |
| 3 | Approval, on a non-binding, advisory basis, of the compensation paid by the Company to its named executive officers as disclosed in this Proxy Statement | “FOR” | Page 40 |
| 4 | Approval of Amendment No. 3 to the Company’s Amended and Restated 2016 Stock Plan | “FOR” | Page 84 |
| Consider and transact such other business as may properly come before the Annual Meeting or any adjournment thereof. The Company’s annual audited financial statements for the year ended December 31, 2023 will be presented at the Annual Meeting. For information regarding the Company’s 2023 financial performance, please read our 2023 Annual Report. Further information regarding the Annual Meeting and the above proposals is set forth in the accompanying Proxy Statement. The proposal summaries above do not contain all the information that you should consider before voting. We encourage you to read the entire Proxy Statement. We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about Thursday, April 25, 2024. Shareholders who have requested a paper copy of the Proxy Statement and the Company’s 2023 Annual Report will receive those documents. The Notice contains instructions on how to access the proxy materials, vote online and obtain a paper copy of the proxy materials. The Notice and proxy materials are first being made available to our shareholders on or about April 25, 2024. For the Board of Directors, Mark D. Andrews Corporate Secretary April 25, 2024 | |||
TABLE OF CONTENTS
| NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS | |
|---|---|
| LETTERS FROM LEADERSHIP | 1 |
| PROACTIVE SHAREHOLDER ENGAGEMENT | 7 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 9 |
| ESG Committee Responsiveness Over the Years | 10 |
| Our Commitment to Sustainability | 11 |
| ESG Oversight and Structure | 11 |
| Our Commitment to Our People | 12 |
| Our Commitment to Governance Best Practices | 13 |
| Overview of Key Governance Topics | 14 |
| Key Committee Responsibilities | 21 |
| Non-Employee Director Compensation | 23 |
| Director Compensation Table | 24 |
| Share Ownership of Directors and Executive Officers | 25 |
| Share Ownership of Certain Beneficial Owners | 26 |
| Certain Relationships and Related Transactions | 26 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 28 |
| Director Nominee Snapshot | 29 |
| Director Dashboard | 30 |
| Summary of Director Nominee Skills and Characteristics | 31 |
| Board Composition | 31 |
| Continuing Education for Directors | 32 |
| Director Nominees | 32 |
| Other Executive Officers | 36 |
| Shareholder Nominations and Proxy Access Policy | 36 |
| PROPOSAL 2: APPROVAL AND APPOINTMENT OF INDEPENDENT AUDITOR AND AUTHORIZATION FOR THE AUDIT COMMITTEE TO SET THE INDEPENDENT AUDITOR’S REMUNERATION | 37 |
| AUDIT COMMITTEE REPORT | 38 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION PAID BY THE COMPANY TO THE NAMED EXECUTIVE OFFICERS “SAY ON PAY”) | 40 |
| A Letter from the Chair of the Compensation Committee | 41 |
| COMPENSATION DISCUSSION AND ANALYSIS | 43 |
| Our Shareholder Engagement Efforts & Feedback | 43 |
| The Compensation Committee’s Responsiveness to What We Heard | 44 |
| Compensation Committee Historical Responsiveness to Say-on-Pay Votes | 47 |
| Compensation Committee’s Response to the 2023 Say-on-Pay Vote | 48 |
| Key Components of Our Compensation Approach and Considerations | 50 |
|---|---|
| How We Set Base Salary and Total Compensation Levels | 50 |
| Driving Long-Term Performance through Our Long-Term Performance-Based Incentive Program | 50 |
| How We Approach Setting CEO and CFO Goals | 51 |
| Introduction of New Multi-Year Performance Goal | 52 |
| Executive Pay Opportunity is Highly Performance Based | 53 |
| Nabors Leads Peers in Compensation Tied to Performance | 53 |
| Aligning Our CEO Compensation with Performance | 54 |
| Our Benchmark Compensation Peer Group | 54 |
| CEO Compensation Relative to Peers | 57 |
| Compensation Dos and Don’ts | 58 |
| 2023 Performance Achievements | 62 |
| Share Ownership and Holding Guidelines | 69 |
| Hedging Policy and Practices | 69 |
| Risk Assessment | 69 |
| Tax Considerations – Section 162(m) | 70 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 71 |
| EXECUTIVE COMPENSATION TABLES | 72 |
| Summary Compensation Table | 72 |
| Grants of Plan-Based Awards | 73 |
| Options Exercises and Shares Vested | 74 |
| Outstanding Equity Awards at Fiscal Year End | 75 |
| Nonqualified Deferred Compensation | 75 |
| Potential Payments Upon Termination or Change in Control | 76 |
| CEO Pay Ratio Disclosure | 78 |
| Pay-Versus Performance | 79 |
| PROPOSAL 4: APPROVAL OF AMENDMENT NO. 3 TO THE COMPANY’S AMENDED AND RESTATED 2016 STOCK PLAN | 84 |
| ADDITIONAL INFORMATION | 94 |
| General Information | 94 |
| ANNEX A | A-1 |
| Reconciliation of Non-GAAP Measures | A-2 |
| ANNEX B AMENDMENT NO. 3 TO AMENDED AND RESTATED NABORS INDUSTRIES LTD. 2016 STOCK PLAN | B-1 |
| ANNEX C AMENDED AND RESTATED NABORS INDUSTRIES LTD. 2016 STOCK PLAN | C-1 |
2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.