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

At the 2023 Annual General Meeting of Shareholders of Transocean Ltd. (the "Company") held on May 11, 2023 (the "AGM") in Zug, Switzerland, shareholders of the Company approved the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan (the "Amended and Restated LTIP"). As approved by shareholders, the Amended and Restated LTIP reserves an additional 30,000,000 Transocean Ltd. shares, par value CHF 0.10 per share ("Shares"), issuable pursuant to awards thereunder.

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 11, 2023, the Articles of Association of the Company were amended (as amended, the "Articles of Association") to reflect the approval by our shareholders at the AGM of (i) the general capital authorization proposal, which permits the issuance of up to 159,449,067 Shares pursuant to the authorization, for a one-year period expiring on May 11, 2024; (ii) the specific capital authorization proposal that may be used to satisfy the Company's equity incentive plans obligations, which permits the issuance of up to 30,000,000 Shares pursuant to the authorization, for a five-year period expiring on May 11, 2028; and (iii) the proposal to amend the Articles of Association to align them with changes that were made to Swiss corporate law effective January 1, 2023, and make certain related changes.

Effective May 12, 2023, the Organizational Regulations (as amended, the "Organizational Regulations") of the Company were amended by the Company's Board of Directors to align them with changes that were made to Swiss corporate law effective January 1, 2023, and to make certain related changes, including with respect to the procedures required to consider and approve certain Company actions.

The foregoing descriptions of the Articles of Association and Organizational Regulations, do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles of Association and Organizational Regulations, respectively, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2 respectively, and are incorporated herein by reference.

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

At the AGM, the Company's shareholders took action on the following matters:

Proposal regarding the reallocation of CHF 9.5 billion of free capital

1. reserves from capital contribution to statutory capital reserves from capital

contribution.




    For         Against      Abstain
536,114,004    3,456,242    2,343,240

This item was approved.

(a) Proposal regarding the approval of the 2022 Annual Report, including the

2. Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year


    2022 and the Audited Statutory Financial Statements of Transocean Ltd. for
    Fiscal Year 2022.


    For         Against      Abstain
536,877,252    1,552,189    3,484,045

This item was approved.

2. (b) Proposal regarding the advisory vote to approve the Company's Swiss

Statutory Compensation Report for Fiscal Year 2022.




    For         Against       Abstain     Broker Non-Votes
386,594,949    15,873,724    1,621,854      137,822,959


This item was approved.

Proposal regarding the discharge of the Members of the Board of Directors and

3. the Executive Management Team from liability for activities during Fiscal Year


    2022.


    For         Against       Abstain      Broker Non-Votes
295,203,755    6,308,517    102,578,255      137,822,959


This item was approved.

4. Proposal regarding the Appropriation of the Accumulated Loss for Fiscal Year


    2022.


    For         Against      Abstain
536,264,968    3,368,901    2,279,617


This item was approved.

5. Proposal regarding approval of the shares authorized for issuance.




    For         Against       Abstain
506,501,843    33,489,913    1,921,730


This item was approved.

6. 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             398,649,391     4,468,029     973,107       137,822,959
Vanessa C.L. Chang         398,635,298     4,500,240     954,989       137,822,959
Frederico F. Curado        398,212,497     4,908,150     969,880       137,822,959
Chadwick C. Deaton         400,836,935     2,322,684     930,908       137,822,959
Domenic J. "Nick"          401,291,043     1,851,856     947,628       137,822,959
Dell'Osso, Jr.
Vincent J. Intrieri        384,712,377    18,435,542     942,608       137,822,959
Samuel J. Merksamer        400,463,560     2,673,800     953,167       137,822,959
Frederik W. Mohn           401,251,667     1,906,967     931,893       137,822,959
Edward R. Muller           397,016,196     6,117,884     956,447       137,822,959
Margareth Øvrum            399,409,223     3,683,071     998,233       137,822,959
Jeremy D. Thigpen          400,839,273     2,335,966     915,288       137,822,959

Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the 2024 Annual General Meeting of Shareholders.

7. Proposal regarding the election of the Chair of the Board of Directors for a

term extending until completion of the next Annual General Meeting.

Name of Chair Nominee For Against Abstain Broker Non-Votes Chadwick C. Deaton 399,436,480 3,757,519 896,528 137,822,959

Chadwick C. Deaton was elected Chair of the Board of Directors of the Company to hold office until the completion of the 2024 Annual General Meeting of Shareholders.

8. 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                            398,331,722    4,799,768     959,037       137,822,959
Vanessa C.L. Chang                        398,437,653    4,623,285    1,029,589      137,822,959
Samuel J. Merksamer                       400,236,110    2,884,068     970,349       137,822,959

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 2024 Annual General Meeting of Shareholders.

9. Proposal regarding the reelection of the independent proxy for a term

extending until completion of the next Annual General Meeting.




    For         Against      Abstain
536,828,159    3,343,917    1,741,410


This item was approved.

Proposal regarding the appointment of Ernst & Young LLP as the Company's

10. Independent Registered Public Accounting Firm for Fiscal Year 2023 and


     reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a
     further one-year term.


    For         Against      Abstain
532,212,237    8,430,465    1,270,784


This item was approved.

11. Proposal regarding the advisory vote to approve Named Executive Officer

compensation for Fiscal Year 2023.




    For         Against       Abstain     Broker Non-Votes
366,793,929    35,399,885    1,896,713      137,822,959


This item was approved.

12. Proposal regarding the advisory vote to approve frequency of Named Executive

Officer Compensation vote.




Every Year     Two Years    Three Years     Abstain
396,266,777     723,910      5,341,012     1,758,828

Based upon the voting results from this proposal, the Company's Board of Directors determined on May 12, 2023, that the Company will continue to hold an advisory vote on executive compensation once every year until the next required advisory vote on the frequency of shareholder advisory votes on executive compensation, which in accordance with applicable law, will occur no later than the Company's annual general meeting of shareholders in 2029.

(a) Proposal regarding the ratification of the maximum aggregate amount of

13. compensation of the Board of Directors for the period between the 2023 Annual

General Meeting and the 2024 Annual General Meeting.




    For         Against      Abstain     Broker Non-Votes
397,902,258    4,232,744    1,955,525      137,822,959


This item was approved.

13. (b) Proposal regarding the ratification of the maximum aggregate amount of

compensation of the Executive Management Team for Fiscal Year 2024.




    For         Against      Abstain     Broker Non-Votes
396,889,384    5,182,613    2,018,530      137,822,959


This item was approved.

14. (a) Proposal regarding the approval of amendment and restatement of the

Transocean Ltd. 2015 Long-Term Incentive Plan.




    For         Against       Abstain      Broker Non-Votes
366,879,857    17,804,774    19,405,896      137,822,959

This item was approved.

14. (b) Proposal regarding the approval of a capital authorization for

share-based incentive plans.




    For         Against       Abstain      Broker Non-Votes
366,937,833    18,126,282    19,026,412      137,822,959

This item was approved.

15. Proposal regarding the approval of amendments to the Articles of Association

to reflect new Swiss corporate law and make certain related changes.




    For         Against      Abstain
518,206,920    2,705,845    21,000,721


This item was approved.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.    Description

3.1              Articles of Association of Transocean Ltd.
3.2              Organizational Regulations 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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