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[8-K] Valaris Ltd Reports Material Event

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

Rhea-AI Filing Summary

Valaris Limited held its 2026 Annual General Meeting of Shareholders in Bermuda on June 10, 2026. There were 69,251,773 common shares entitled to vote based on the April 13, 2026 record date, and 61,111,993 shares, or 88.24%, were present in person or by proxy.

Shareholders cast votes on the election of director nominees and other matters described in the 2026 Proxy Statement. For example, Elizabeth D. Leykum received 56,609,714 votes for and 499,091 votes against, while Anton Dibowitz received 57,097,368 votes for and 11,406 votes against. Additional proposals also received tens of millions of votes in favor, with some items showing no broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Shares entitled to vote 69,251,773 shares Common shares entitled to vote at 2026 AGM based on April 13, 2026 record date
Shares present and voting 61,111,993 shares Shares present in person or by proxy at 2026 AGM
Turnout percentage 88.24% Portion of entitled shares present at 2026 AGM
Votes for Elizabeth D. Leykum 56,609,714 votes Votes cast for director nominee at 2026 AGM
Votes for Anton Dibowitz 57,097,368 votes Votes cast for director nominee at 2026 AGM
Votes for additional proposal 57,705,016 votes Votes cast for an unspecified matter with no broker non-votes
Annual General Meeting of Shareholders regulatory
"held its 2026 Annual General Meeting of Shareholders in Bermuda on June 10, 2026"
record date regulatory
"shares entitled to vote at the meeting based on the April 13, 2026 record date"
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.
proxy regulatory
"were present and voting in person or by proxy"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
broker non-votes regulatory
"Broker Votes For | Votes Against | Votes Abstain | Non-Votes"
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.
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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 10, 2026
 
Valaris Limited
(Exact name of registrant as specified in its charter) 

Bermuda001-0809798-1589854
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
Clarendon House, 2 Church Street
Hamilton, Bermuda HM 11
(Address of Principal Executive Offices and Zip Code)
 
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660
 
Not Applicable
(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 classTicker Symbol(s)Name of each exchange on which registered
Common SharesVALNew York Stock Exchange
Warrants to purchase Common SharesVAL WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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

(a) Valaris Limited (the "Company") held its 2026 Annual General Meeting of Shareholders in Bermuda on June 10, 2026.
(b) There were 69,251,773 shares entitled to vote at the meeting based on the April 13, 2026 record date, of which 61,111,993 shares, or 88.24%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2026 Proxy Statement, were voted on at the meeting:
(1) To elect each of the following Directors to serve until the next Annual General Meeting of Shareholders or until their respective offices are otherwise vacated in accordance with the bye-laws of the Company:

a. Elizabeth D. Leykum
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
56,609,714499,09115,6163,987,572
b. Anton Dibowitz
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,097,36811,40615,6473,987,572
c. Dick Fagerstal
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
56,936,031172,61415,7763,987,572

d. Joseph Goldschmid
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
56,039,4511,068,65016,3203,987,572

e. Catherine J. Hughes
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
54,485,9402,622,08716,3943,987,572

f. Kristian Johansen
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
53,195,7423,912,58216,0973,987,572
(2) To approve on an advisory, non-binding basis the compensation of the Company's named executive officers:
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
55,748,798928,586447,0373,987,572



(3) To approve the appointment of KPMG LLP as the Company's independent registered public accounting firm until the close of the next Annual General Meeting of Shareholders and to authorize the Company's board of directors, acting through the Audit Committee, to determine KPMG LLP's remuneration:
Broker
Votes ForVotes AgainstVotes AbstainNon-Votes
57,705,0163,378,79128,186
N/A





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.


 Valaris Limited
  
Date: June 10, 2026/s/ Davor Vukadin
 Davor Vukadin
 Senior Vice President and General Counsel



Filing Exhibits & Attachments

4 documents