Nabors Industries (NYSE: NBR) investors elect full board but vote down one item

Rhea-AI Filing Summary

Nabors Industries Ltd. held its annual general meeting of shareholders, with 12,866,339 shares participating, representing 80.61% of the common shares entitled to vote as of the record date. All nominated directors were elected, each receiving a majority of shares voted.

Shareholders also voted on three additional proposals. One proposal was approved with 12,529,135 votes for and 297,829 against, and another was approved with 10,292,678 votes for and 1,032,052 against. A different proposal did not pass, receiving 3,823,997 votes for and 7,497,073 against.

Insights

Corporate governance analyst

Strong director support but one shareholder proposal failed to gain approval.

Shareholders of Nabors Industries Ltd. showed solid backing for the board, with each director receiving more votes for than withheld under a majority-vote style policy that requires contingent resignations if support falls below half of votes cast.

Beyond director elections, investors approved two proposals with high support levels of 97.38% and 90.76%. Another proposal attracted only 33.72% support and was not approved, signaling a clear divergence in shareholder views on that specific matter.

Turnout was robust, with 12,866,339 shares representing 80.61% of eligible common shares voting as of the record date. Future company communications may provide additional context on how the board interprets and responds to these voting patterns.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 12,866,339 shares Turnout percentage: 80.61% Proposal approval rate: 97.38% for +4 more

7 metrics

Shares represented 12,866,339 shares At the annual meeting; 80.61% of eligible common shares

Turnout percentage 80.61% Portion of outstanding common shares entitled to vote

Proposal approval rate 97.38% for Proposal with 12,529,135 for and 297,829 against

Proposal not approved 33.72% for Proposal with 3,823,997 for and 7,497,073 against

Additional proposal support 90.76% for Proposal with 10,292,678 for and 1,032,052 against

Director example votes 10,980,836 for Votes for director nominee David J. Tudor

Director lowest for votes 8,812,944 for Votes for director nominee Tanya S. Beder

Key Terms

plurality of the votes cast, contingent resignation, broker nonvotes, emerging growth company, +1 more

5 terms

plurality of the votes cast financial

"In accordance with the Company’s Bye-Laws, directors are elected by a plurality of the votes cast."

contingent resignation financial

"he or she must promptly tender his or her contingent resignation from the Board of Directors"

broker nonvotes financial

"broker nonvotes being disregarded in the calculation"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

record date financial

"entitled to vote as of the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

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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 2, 2026

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

Bermuda		001-32657		98-0363970
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda		N/A
(Address of principal executive offices)		(Zip Code)

(441) 292-1510

(Registrant’s telephone number, including area code)

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:

	¨	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 exchange on which registered
Common shares		NBR		NYSE

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 5.07 Submission of Matters to a Vote of Security Holders.

The annual general meeting of shareholders (the “Annual Meeting”) of the Company was held on June 2, 2026. Holders of 12,866,339 shares, representing 80.61% of our outstanding shares of common stock entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.

As explained in our proxy statement relating to the Annual Meeting:

·       In accordance with the Company’s Bye-Laws, directors are elected by a plurality of the votes cast. However, the Company has adopted a policy requiring that, in the event a nominee does not receive the affirmative vote of a majority of the shares voted in connection with his or her election, he or she must promptly tender his or her contingent resignation from the Board of Directors (the “Board”), which the Board will accept unless it determines that it would not be in the Company’s best interests to do so.

·       Approval of the other matters considered at the Annual Meeting required the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the meeting, with abstentions having the effect of votes against a proposal and broker nonvotes being disregarded in the calculation.

The matters voted upon at the Annual Meeting were:

A. Election of Directors*

		Shares For				Shares Withheld				Nonvotes				Result
Tanya S. Beder			8,812,944				2,527,210				1,526,185				Approved
Anthony R. Chase			9,665,615				1,674,539				1,526,185				Approved
James R. Crane			10,797,082				543,072				1,526,185				Approved
John P. Kotts			9,721,344				1,618,810				1,526,185				Approved
Michael C. Linn			9,542,563				1,797,591				1,526,185				Approved
Anthony G. Petrello			10,788,160				551,994				1,526,185				Approved
David J. Tudor			10,980,836				359,318				1,526,185				Approved
John Yearwood			10,658,523				681,631				1,526,185				Approved

*All directors were elected by a majority of shares voted.

B. Approval and Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor and Authorization for the Audit Committee To Set the Independent Auditor’s Remuneration

For			12,529,135
Against			297,829
Abstain			39,375

RESULT: Approved (97.38% For)

C. Advisory Vote on Compensation of Named Executive Officers

For			3,823,997
Against			7,497,073
Abstain			19,084
Nonvotes			1,526,185

RESULT: Not Approved (33.72% For)

D. Approval of Amendment No. 5 to the Company’s Amended and Restated 2016 Stock Plan

For			10,292,678
Against			1,032,052
Abstain			15,424
Nonvotes			1,526,185

RESULT: Approved (90.76% For)

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.

	Nabors Industries Ltd.
Date: June 5, 2026	By:	/s/ Mark D. Andrews
		Name:	Mark D. Andrews
		Title:	Vice President & Corporate Secretary

FAQ

How many Nabors Industries (NBR) shares were represented at the 2026 annual meeting?

Holders of 12,866,339 Nabors Industries shares were represented at the 2026 annual meeting. This represented 80.61% of the company’s outstanding common shares entitled to vote as of the meeting’s record date, indicating strong shareholder participation in the governance process.

Were all Nabors Industries (NBR) director nominees elected at the 2026 annual meeting?

Yes, all Nabors Industries director nominees were elected at the 2026 annual meeting. Each nominee received more votes for than withheld, consistent with the company’s policy that directors must obtain a majority of shares voted to avoid submitting a contingent resignation.

What shareholder proposal failed at the Nabors Industries (NBR) 2026 annual meeting?

One proposal at the Nabors Industries 2026 annual meeting was not approved. It received 3,823,997 votes for and 7,497,073 votes against, with 19,084 abstentions and 1,526,185 nonvotes, resulting in only 33.72% support from shares voted on the matter.

Which Nabors Industries (NBR) proposals received strong shareholder approval in 2026?

Two proposals at Nabors Industries’ 2026 meeting received strong approval. One had 12,529,135 votes for and 297,829 against, while another had 10,292,678 votes for and 1,032,052 against. These results correspond to support levels of 97.38% and 90.76% of votes cast, respectively.

What voting standard does Nabors Industries (NBR) use for electing directors?

Nabors Industries elects directors by a plurality of votes cast, as required by its Bye-Laws. However, it also applies a policy that if a director does not receive a majority of shares voted, that director must promptly tender a contingent resignation for the board’s consideration.

How are abstentions and broker nonvotes treated in Nabors Industries (NBR) proposal results?

For non-director proposals at Nabors Industries, approval requires a majority of shares present or represented by proxy and entitled to vote. Abstentions count as votes against these proposals, while broker nonvotes are disregarded in calculating whether the proposal has obtained the required majority.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB