SEADRILL Ltd

8-K · d138409d8k.htm

0001737706 2026-06-03 2026-06-03
  
  
 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 3, 2026
  
  

 SEADRILL LIMITED
 (Exact name of registrant as specified in its charter)
  
  

  

 Bermuda
  
 001-39327
  
 98-1834031

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

 4425 Westway Park Blvd. , Suite 170 ,
 Houston , Texas , United States of America 77041
 (Address of principal executive offices) (Zip Code)
 Registrant’s telephone number, including area code: +1 (713) 329-1150
 N/A
 (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 (see General Instruction A.2.):
  

 ☐
 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 class

  
 Trading
Symbol(s)

  
 Name of each exchange
on which registered

 Common Shares, par value $0.01 per share
  
 SDRL
  
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 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 5.02
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 On June 3, 2026, Seadrill Limited (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders of the Company approved Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Amendment”), as described in the Company’s definitive proxy statement on Schedule 14A for the Meeting, which was filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”). The Amendment had previously been approved, subject to shareholder approval, by the Company’s Board of Directors (the “Board”).
 The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

 At the Meeting held on June 3, 2026, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in the Proxy Statement.
 Proposal 1: Number of Directors
 The determination that the number of directors comprising the Board be set at up to nine (9) directors until such number is determined or changed in accordance with the Bye-laws of the Company (the “Bye-laws”) and the authorization of the Board to fill any vacancy on the Board left unfilled at any general meeting of shareholders was approved, with the vote totals as set forth in the table below:
  

 For

   
 Against
   
 Abstentions
   
 Broker Non-Votes

 43,175,908
   
 173,864
   
 1,546,110
   
 3,956,408

 Proposal 2: Re-Election of Directors
 The following director nominees were re-elected as directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws, with the vote totals as set forth in the table below:
  

 Nominee

   
 For
   
 Against
   
 Abstentions
   
 Broker Non-Votes

 Julie J. Robertson

   
 42,869,683
   
 480,632
   
 1,545,567
   
 3,956,408

 Jean Cahuzac

   
 43,082,539
   
 266,289
   
 1,547,054
   
 3,956,408

 Jan Kjærvik

   
 38,603,335
   
 4,745,978
   
 1,546,569
   
 3,956,408

 Mark McCollum

   
 43,322,502
   
 26,123
   
 1,547,257
   
 3,956,408

 Harry Quarls

   
 43,320,724
   
 27,413
   
 1,547,745
   
 3,956,408

 Andrew Schultz

   
 31,593,085
   
 11,963,111
   
 1,339,686
   
 3,956,408

 Paul Smith

   
 42,802,976
   
 545,658
   
 1,547,248
   
 3,956,408

 Jonathan Swinney

   
 43,322,316
   
 26,251
   
 1,547,315
   
 3,956,408

 Ana Zambelli

   
 43,222,425
   
 126,203
   
 1,547,254
   
 3,956,408

 Proposal 3: Appointment of the Independent Registered Public Accounting Firm
 The appointment of PricewaterhouseCoopers LLP, United States (“PwC US”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and until the close of the Company’s next
  

annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US was approved, with the vote totals as set forth in the table below:
  

 For

   
 Against
   
 Abstentions
   
 Broker Non-Votes

 47,223,781
   
 79,918
   
 1,548,591
   
 —

 Proposal 4: Approval and Ratification of the Remuneration of Directors
 The remuneration of the directors described in the Proxy Statement was approved and ratified, with the vote totals as set forth in the table below:
  

 For

   
 Against
   
 Abstentions
   
 Broker Non-Votes

 43,328,331
   
 15,251
   
 1,552,300
   
 3,956,408

 Proposal 5: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
 The advisory vote to approve the compensation of the Company’s named executive officers for 2025 was approved, with the vote totals as set forth in the table below:
  

 For

   
 Against
   
 Abstentions
   
 Broker Non-Votes

 41,033,521
   
 2,310,244
   
 1,552,117
   
 3,956,408

 Proposal 6: Approval of Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan
 Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan was approved, with the vote totals as set forth in the table below:
  

 For

   
 Against
   
 Abstentions
   
 Broker Non-Votes

 41,146,428
   
 2,201,541
   
 1,547,913
   
 3,956,408

  

 Item 9.01
 Financial Statements and Exhibits.

 (d) Exhibits
  

 Exhibit
Number

   
 Description

 10.1
   
 Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan.

 104
   
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 SIGNATURES
 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.
  

  

  
 SEADRILL LIMITED

 Date: June 5, 2026
  

  

  

  
 By:
  
 /s/ Grant Creed

  

  
 Name:
  
 Grant Creed

  

  
 Title:
  
 Chief Financial Officer