Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2021 Annual General Meeting of Shareholders of Transocean Ltd. (the "Company") held on May 27, 2021 (the "AGM"), shareholders of the Company approved the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan, as amended (as amended and restated, the "Amended and Restated LTIP"). As approved by our shareholders, the Amended and Restated LTIP reserves an additional 23,000,000 Transocean Ltd. shares, par value CHF 0.10 per share ("Shares"), issuable pursuant to awards under the plan.

The summary of the changes to the Amended and Restated LTIP is subject to and qualified in its entirety by reference to the full text of the Amended and Restated LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 27, 2021, the Company's Articles of Association were amended (as amended, the "Articles of Association") to reflect the approval by our shareholders at the AGM of the proposal to renew the total number of Shares that may be issued using the Company's authorized share capital to a maximum of 205,702,850 Shares, representing approximately 30% of the Company's issued Shares as of May 27, 2021.

The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

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

At the Company's AGM, held in Steinhausen (Zug), Switzerland, the Company's shareholders took action on the following matters:

1. Proposal regarding the approval of the 2020 Annual Report, including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2020 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2020.




    For         Against      Abstain
398,983,350    2,491,180    1,699,676




This item was approved.

2. Proposal regarding the discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2020.




    For         Against      Abstain      Broker Non-Votes
240,599,340    5,958,447    36,173,038      120,443,381




This item was approved.

3. Proposal regarding the Appropriation of the Accumulated Loss for Fiscal Year 2020 and Release of CHF 8.0 Billion of Statutory Capital Reserves from Capital Contribution and Allocation to Free Capital Reserves from Capital Contribution.




    For         Against      Abstain
395,269,286    5,272,337    2,632,583




This item was approved.



4.  Proposal regarding renewal of shares authorized for issuance.


    For         Against       Abstain
390,984,566    10,336,127    1,853,513




This item was approved.

5. Proposals regarding the election of 11 directors for a term extending until completion of the next Annual General Meeting.





 Name of Nominee for          For         Against       Abstain     Broker Non-Votes
       Director
Glyn A. Barker            279,173,136    2,273,894     1,283,795      120,443,381
Vanessa C.L. Chang        276,714,825    4,659,632     1,356,368      120,443,381
Frederico F. Curado       199,190,301    82,209,680    1,330,844      120,443,381
Chadwick C. Deaton        279,067,479    2,292,543     1,370,803      120,443,381
Vincent J. Intrieri       278,160,288    3,247,587     1,322,950      120,443,381
Samuel J. Merksamer       278,877,616    2,544,864     1,308,345      120,443,381
Frederik W. Mohn          279,004,598    2,422,365     1,303,862      120,443,381
Edward R. Muller          277,960,440    3,491,358     1,279,027      120,443,381
Margareth Øvrum           278,583,218    2,843,259     1,304,348      120,443,381
Diane de Saint Vincent    278,719,023    2,727,850     1,283,952      120,443,381
Jeremy D. Thigpen         278,867,429    2,674,860     1,188,536      120,443,381

Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the 2022 Annual General Meeting of Shareholders.

6. Proposal regarding the election of the Chairman of the Board of Directors for a term extending until completion of the next Annual General Meeting.




Name of Chairman Nominee        For         Against      Abstain     Broker Non-Votes
Chadwick C. Deaton          279,138,401    2,253,702    1,338,722      120,443,381

Chadwick C. Deaton was elected Chairman of the Board of Directors of the Company to hold office until the completion of the 2022 Annual General Meeting of Shareholders.

7. Proposal regarding the election of the members of the Compensation Committee, each for a term extending until completion of the next Annual General Meeting.




Name of Compensation Committee Nominee        For         Against      Abstain     Broker Non-Votes
Glyn A. Barker                            278,366,744    3,243,386    1,120,695      120,443,381
Vanessa C.L. Chang                        277,579,629    3,960,347    1,190,849      120,443,381
Samuel J. Merksamer                       278,211,319    3,407,966    1,111,540      120,443,381

Each of the three persons listed above was duly elected to serve as a member of the Compensation Committee of the Company to hold office until completion of the 2022 Annual General Meeting of Shareholders.

8. Proposal regarding the reelection of the independent proxy for a term extending until completion of the next Annual General Meeting.




    For         Against      Abstain
395,429,100    5,002,002    2,743,104




This item was approved.

9. Proposal regarding the appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021 and reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a further one-year term.






    For         Against      Abstain
397,841,275    4,100,265    1,232,666




This item was approved.



10.  Proposal regarding the advisory vote to approve Named Executive Officer
compensation.




    For         Against      Abstain     Broker Non-Votes
274,587,584    6,384,903    1,758,338      120,443,381




This item was approved.

11. (a) Proposal regarding ratification of the maximum aggregate amount of compensation of the Board of Directors for the period between the 2021 Annual General Meeting and the 2022 Annual General Meeting.






    For         Against      Abstain     Broker Non-Votes
275,748,060    5,387,155    1,595,610      120,443,381




This item was approved.

11. (b) Proposal regarding the ratification of the maximum aggregate amount of compensation of the Executive Management Team for Fiscal Year 2022.






    For         Against      Abstain     Broker Non-Votes
274,757,238    6,432,829    1,540,758      120,443,381




This item was approved.

12. Proposal regarding the approval of the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan.






    For         Against      Abstain     Broker Non-Votes
274,731,116    6,610,810    1,388,899       1,388,899




This item was approved.


Item 8.01Other Events.

Following the reelection at the AGM of Vanessa C.L. Chang and Glyn A. Barker as independent members of the Company's Board of Directors and the election of Mr. Barker as a member of the Compensation Committee, the Company's Board of Directors appointed Ms. Chang as Chair of the Board's Audit Committee and Mr. Barker as Chair of the Board's Compensation Committee.

Item 9.01Financial Statements and Exhibits





(d)  Exhibits.




Exhibit No.    Description

3.1              Articles of Association of Transocean Ltd.
10.1             Amended and Restated Transocean Ltd. 2015 Long-Term Incentive Plan
101            Interactive data files pursuant to Rule 405 of Regulation S-T formatted
               in Inline Extensible Business Reporting Language
104            Cover Page Interactive Data File (formatted as inline XBRL).

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