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  4. [8-K] Seadrill Ltd Reports Material Event

Seadrill (NYSE: SDRL) backs directors, pay and incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Seadrill Limited held its 2026 Annual General Meeting of Shareholders on June 3, 2026, where all proposals received strong support. Shareholders approved setting the Board size at up to nine directors and authorized the Board to fill any vacancies.

All nine director nominees, including Julie J. Robertson and Ana Zambelli, were re-elected to serve until the next annual general meeting. Shareholders also approved and ratified director remuneration and gave advisory approval to 2025 compensation for the company’s named executive officers.

Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan was approved, aligning incentives with shareholder authorization. PricewaterhouseCoopers LLP, United States, was appointed as independent registered public accounting firm for the fiscal year ending December 31, 2026, with authority for the Board’s Audit and Risk Committee to determine its remuneration.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size proposal votes For 43,175,908 votes Proposal 1 to set Board at up to nine directors
Lowest director re-election support 31,593,085 votes For votes for director Andrew Schultz
Auditor appointment For votes 47,223,781 votes Approval of PwC US as independent auditor for 2026
Say-on-pay For votes 41,033,521 votes Advisory approval of 2025 NEO compensation
Incentive plan amendment For votes 41,146,428 votes Approval of Amendment No. 1 to 2022 Management Incentive Plan
Annual General Meeting of Shareholders financial
"On June 3, 2026, Seadrill Limited held its 2026 Annual General Meeting of Shareholders"
Amended and Restated Seadrill Limited 2022 Management Incentive Plan financial
"shareholders of the Company approved Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan"
independent registered public accounting firm financial
"The appointment of PricewaterhouseCoopers LLP, United States, to serve as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"the number of abstentions and broker non-votes as to such matters, were as stated below"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"The advisory vote to approve the compensation of the Company’s named executive officers for 2025 was approved"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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Understanding 8-K Material Events →
SEADRILL Ltd false 0001737706 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

Source: View Original Filing on SEC EDGAR

FAQ

What did Seadrill (SDRL) shareholders approve at the 2026 Annual General Meeting?

Shareholders approved all proposals, including setting the Board size at up to nine directors, re-electing all director nominees, ratifying director remuneration, approving 2025 executive compensation on an advisory basis, and adopting Amendment No. 1 to the 2022 Management Incentive Plan.

Were Seadrill (SDRL) directors re-elected at the 2026 AGM?

All nine director nominees, including Julie J. Robertson, Jean Cahuzac, and Ana Zambelli, were re-elected to serve until the next annual general meeting or until their offices are otherwise vacated under the company’s Bye-laws, indicating broad shareholder support for the existing Board composition.

Which auditor did Seadrill (SDRL) appoint for the year ending December 31, 2026?

Seadrill shareholders approved PricewaterhouseCoopers LLP, United States (PwC US), as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board’s Audit and Risk Committee was authorized to determine PwC US’s remuneration for this engagement.

What is Amendment No. 1 to Seadrill’s 2022 Management Incentive Plan?

Amendment No. 1 modifies the Amended and Restated Seadrill Limited 2022 Management Incentive Plan and was approved by shareholders at the 2026 AGM. The full text is included as Exhibit 10.1, and the amendment governs management incentive awards going forward under shareholder-approved terms.

How did Seadrill (SDRL) shareholders vote on executive pay in 2026?

The advisory vote to approve compensation of Seadrill’s named executive officers for 2025 passed, with 41,033,521 votes for, 2,310,244 against, and 1,552,117 abstentions, plus 3,956,408 broker non-votes, reflecting overall shareholder support for the company’s executive pay program.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents