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Transocean Ltd

For the period ended May 16, 2024. Filed Mar 26, 2024.

View on SEC.gov

About 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.

May 16, 2024 · Filed Mar 26, 2024

RIG$5.24+2.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY STATEMENT SUMMARY

2024 ANNUAL GENERAL MEETING DETAILS

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WHENWHERERECORD DATE
Thursday, May 16, 2024Parkhotel ZugApril 26, 2024
6:30 p.m. Swiss timeIndustriestrasse 14​
​6304 Zug, Switzerland​

VOTING INFORMATION

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​​BY PHONE​BY INTERNET​BY MAIL​BY MOBILE DEVICE​
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Registered Holders(shares are registered in your own name)​On a touch-tone telephone, call toll-free:+1 (800) 690-6903 24/7, and follow the instructions. ​You will need the 16-digit control number that is included in the voting instructions form that is sent to you. ​You will be able to confirm that the telephonic system has properly recorded your votes.​Go to www.proxyvote.com 24/7, and follow the instructions. ​You will need the 16-digit control number that is included in the voting instructions form that is sent to you. ​The internet system allows you to confirm that the system has properly recorded your voting instructions.​Complete, date, sign and return your proxy card in the postage-paid envelope.​Do not mail the proxy card if you are submitting voting instructions over the internet or by telephone.​Scan the QR code, which can be found on your voting instructions form that is sent to you.​​
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Beneficial Owners(shares are held “in street name” in a stock brokerage account or by a bank, nominee or other holder of record)​On a touch-tone telephone, call toll-free:+1 (800) 690-6903 24/7, and follow the instructions.​You will need the 16-digit control number that is included in the voting instructions form that is sent to you.​You will be able to confirm that the telephonic system has properly recorded your votes.​Go to www.proxyvote.com 24/7, and follow the instructions.​You will need the 16-digit control number that is included in the voting instruction form that is sent to you.​The internet system allows you to confirm that the system has properly recorded your voting instructions.​Complete, date, sign and return your voting information form.​Do not mail the voting instruction form if you are submitting voting instructions over the internet or by telephone.​Scan the QR code, which can be found on your voting instructions form that is sent to you.​​

Transocean 2024 P-3 Proxy Statement

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PROXY STATEMENT SUMMARY​

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YOUR VOTE IS IMPORTANTEven if you plan to attend the 2024 Annual General Meeting, you are encouraged to submit your voting instructions over the internet, by telephone or by mail as soon as possible prior to the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL GENERAL MEETING TO BE HELD ON MAY 16, 2024

Our proxy statement and 2023 Annual Report are available at www.proxyvote.com or on our website investor.deepwater.com under “Financial Reports ― Annual and Quarterly Reports.” Information contained on or accessible from our website is not incorporated by reference into this proxy statement and should not be considered a part of this report or any other filing that we make with the SEC. Furthermore, references to our website URLs are intended to be inactive textual references only.

Shareholders registered in our share register on the record date have the right to vote their shares at the 2024 Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials. Please review the voting instructions in the proxy statement for each of these methods.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise. All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.

Transocean 2024 P-4 Proxy Statement

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​PROXY STATEMENT SUMMARY

COMPANY OVERVIEW AND 2023 STRATEGY AND PERFORMANCE

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters.

Transocean’s fleet of 36 mobile offshore drilling units consists of 28 ultra-deepwater floaters and eight harsh environment floaters. In addition, as of February 14, 2024, we were constructing one ultra-deepwater drillship. The below graphic shows the global market presence of our operating fleet as of our Fleet Status Report issued on February 14, 2024.

Excludes Paul B. Loyd, Jr.**(sold in February 2024) and Deepwater Aquila (ultra-deepwater drillship classified as under construction until it enters service).

With the offshore industry’s largest high-specification floating fleet, and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-positioned to support our customers in the delivery of their operational and business objectives, which will ultimately translate into superior returns for our shareholders.

In 2023, we delivered exceptional operational performance. Importantly, we delivered a total recordable incident rate of 0.23, beating our target of 0.24. We also delivered uptime of 97.6% across our global fleet. We delivered this result with a fleet of floaters that are focused exclusively on ultra-deepwater and harsh environment operations, which present the most challenging operational conditions.

We believe demand for hydrocarbons will continue to play an important role in supplying the world’s energy for the foreseeable future. The ongoing energy expansion will require all sources of energy, including hydrocarbons and renewables, to meet growing global energy demand.

Transocean 2024 P-5 Proxy Statement

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PROXY STATEMENT SUMMARY​

NOMINEES TO THE BOARD OF DIRECTORS

As the market leader in offshore drilling, Transocean has attracted the most qualified Board of Directors and leadership team in the industry. The terms of all of our current directors will expire at the 2024 Annual General Meeting, including the term for Edward R. Muller, who has been a member of the Board of Directors since 2008. Mr. Muller is retiring from the Company’s Board of Directors following the 2024 Annual General Meeting in accordance with our Corporate Governance Guidelines. The Company extends its sincere thanks to Mr. Muller for his years of service and many contributions to the Company’s success.

In recent years, we have added new members to our Board of Directors, each of whom contributes to the diversity of experience and background of our Board of Directors. Our newest member, Domenic J. “Nick” Dell’Osso, Jr., President and Chief Executive Officer of Chesapeake Energy Corporation (“Chesapeake”), joined our Board of Directors last year.

Each of our director nominees has a proven record of success and high integrity and is committed to advancing our stakeholders’ interests and enhancing the Company’s sustainability goals and objectives. The diversity of our directors is reflected below.

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During 2023, each of our current directors attended 100% of the Board of Directors’ meetings and meetings of committees on which he or she served, except for Mr. Barker, whose attendance at one committee meeting was excused.

Additional information regarding the director nominees for election is provided below and under Agenda Item 5.

Transocean 2024 P-6 Proxy Statement

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​PROXY STATEMENT SUMMARY
​ · ​ · ​ · ​ · ​ · COMMITTEES · OTHERCURRENTPUBLICCOMPANYBOARDS
DIRECTORS FOR ELECTION · AGE · DIRECTORSINCE · INDEPENDENT · AUDIT · COMPENSATION · FINANCE · CORPORATE GOVERNANCE · HEALTH, SAFETY, ENVIRONMENTALANDSUSTAINABILITY
Glyn A. BarkerFormer Vice Chair-U.K., PwC LLP702012✓​​1
Vanessa C.L. ChangFormer Director and Shareholder of EL & EL Investments Ltd.712012✓​​1
Frederico F. CuradoFormer President and CEO, Embraer S.A.622013✓​2
Chadwick C. DeatonFormer Executive Chair and CEO, Baker Hughes Incorporated712012✓​​​1
Domenic J. “Nick” Dell’Osso, Jr. President and Chief Executive Officer, Chesapeake472023✓​​​1
Vincent J. IntrieriFounder and CEO, VDA Capital Management LLC672014✓​​1
Samuel J. MerksamerFormer Managing Director, Icahn Capital LP432013✓​​2
Frederik W. MohnOwner and Managing Director, Perestroika AS; former Director and Chair, Songa Offshore SE472018✓​​​1
Margareth ØvrumFormer Executive Vice President for Equinor ASA, Development and Production Brazil652021✓​​​3
Jeremy D. ThigpenCEO, Transocean Ltd.492015​​​​​​0
​MEETINGS IN 2023: BOARD: 4BOARD AND COMMITTEES: 2994444​
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Committee Chair​Committee Member​Audit Committee financial expert (SEC and NYSE)​​✓Independent, as determined by the Board of Directors in accordance with applicable rules and regulations

Transocean 2024 P-7 Proxy Statement

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PROXY STATEMENT SUMMARY​
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