Valaris Limited Clarendon House 2 Church Street Hamilton, Bermuda HM11 Phone: 713-789-1400www.valaris.com
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on 8 June 2022
The Annual General Meeting of Shareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") will be held in the Rooftop Room at The Loren at Pink Beach, 116 South Shore Road, Tucker's Town, Smiths HS 01, Bermuda, at 8:00 a.m. Bermuda time and 6:00 a.m. Houston time, on 8 June 2022 (the "Meeting").
RESOLUTIONS
1. To elect by way of separate resolutions, the seven directors named in the section headed "Resolution 1" of the accompanying proxy statement to serve until the 2023 Annual General Meeting of Shareholders or until their respective offices shall otherwise be vacated in accordance with the bye-laws of the Company.
2. To approve the appointment of KPMG LLP as our independent registered public accounting firm until the close of the 2023 Annual General Meeting of Shareholders and to authorize the Board of Directors of the Company (the "Board"), acting by its Audit Committee, to set KPMG LLP's remuneration.
3. To approve on a non-binding, advisory basis, the compensation of our named executive officers.
Shareholders may also be asked to consider and vote on such other business as may properly come before the Meeting and any adjournment or postponement thereof. The Company's annual audited financial statements for the year ended 31 December 2021 will also be available at the Meeting and are included in our 2021 annual report to shareholders.
The Board has fixed the close of business on 13 April 2022 as the record date for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment or postponement thereof. You must be a shareholder of record as of the close of business on the record date to attend and vote at the Meeting and any adjournment or postponement thereof. Even if you plan to attend the Meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the Meeting in accordance with your instructions. Any signed proxy returned and not completed will be voted as recommended by the Board in the proxy statement.
For resolutions 1 and 2, assuming a quorum is present, each resolution will be approved if a simple majority of the votes cast are cast in favor thereof. With respect to the non-binding, advisory vote on resolution 3 regarding the compensation of our named executive officers, the result of the vote will not require the Board or any committee thereof to take any action. However, our Board values the opinions of our shareholders and will carefully consider the outcome of the advisory vote on resolution 3.
Important notice regarding the availability of proxy materials for the Meeting to be held on 8 June 2022: The Proxy Statement, our 2021 annual report to shareholders and proxy card are available without charge atwww.proxyvote.com.
We are monitoring developments regarding the ongoing COVID-19 pandemic and preparing in the event any modifications to the Meeting are necessary or appropriate. If we determine to make any change to the date, time, location or procedure of the Meeting, we will announce such changes in advance.
Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.
By Order of the Board of Directors,
Anton Dibowitz
Director, President and Chief Executive Officer
19 April 2022
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 5
OWNERSHIP OF VOTING SECURITIES 13
RESOLUTIONS 1a. - 1g. 15
RESOLUTION 2 19
RESOLUTION 3 21
CORPORATE GOVERNANCE 22
AUDIT COMMITTEE REPORT 32
GENERAL MATTERS 33
EXECUTIVE COMPENSATION 33
Summary Compensation Table 33
All Other Compensation Table 37
Narrative Disclosure to Summary Compensation Table 38
Outstanding Equity Awards at Fiscal Year-End Table 44
Termination or Change in Control Payments and Benefits 45
Director Compensation 46
HOUSEHOLDING OF SHAREHOLDER MATERIALS 49
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 8 JUNE 2022 49
INFORMATION CONCERNING SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL
GENERAL MEETING OF SHAREHOLDERS 50
OTHER MATTERS 52
PROXY STATEMENT SUMMARY
Certain information in this summary is contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2021 fiscal performance, please review our annual report on Form 10-K for the year ended 31 December 2021. The Notice of Internet Availability, this proxy statement, our 2021 annual report and a proxy card are first being sent or distributed to shareholders on or about 19 April 2022 and are available, free of charge, atwww.proxyvote.com.
2022 Annual General Meeting of Shareholders
Time and Date:
8:00 a.m. Bermuda time
Place:
Rooftop Room at The Loren at Pink Beach, 116 South Shore Road, Tucker's Town, Smiths HS 01, Bermuda
Meeting Date: 8 June 2022
Record Date: 13 April 2022
Voting Cutoff Date: 3:00 p.m. Eastern Time on 7 June 2022
Shareholders are strongly encouraged to submit a proxy vote in advance of the Meeting. Details on how to submit your proxy vote are set out on page 9. Shareholders are asked to appoint the following persons as proxies for the Meeting: Anton Dibowitz, President and Chief Executive Officer, and Davor Vukadin, Company Secretary.
Voting Matters and Board Recommendations
Election of Directors | FOR each Nominee |
Approve appointment of KPMG LLP as Independent Auditors and to authorize the Board, acting by its Audit Committee, to set KPMG LLP's remuneration | FOR |
Advisory Vote to Approve Named Executive Officer Compensation | FOR |
Board Nominees
Name Anton Dibowitz
AgeDirector Since
Principal Occupation
Independent
50 2021
President and Chief Executive Officer of Valaris
No
Gunnar Eliassen
36 N/A
Investment Director at Seatankers Services (UK) LLP
Yes
Dick Fagerstal
61 36 43 52 71
2021 Executive Chairman of Global Marine Group
Yes
Joseph Goldschmid
2021 Managing Director, Oak Hill Advisors, L.P.
Yes
Elizabeth D. Leykum
2021 Founder of Serenade Capital LLC
Yes
Deepak Munganahalli
2021 Co-founder of JOULON
No
James W. Swent, III
2021 Former Chairman, President and Chief Executive Officer of Southcross Energy Partners, L.P.
Board Committee Composition
Yes
Environmental,
Name Anton Dibowitz
Audit Committee
Compensation
Committee
Social and Governance CommitteeNominating and
Governance CommitteeStrategy Committee
Chair
Dick Fagerstal
Chair
a
Joseph Goldschmid
Elizabeth D. LeykumChair
Deepak Munganahalli
Chair
James W. Swent, III
a
a
aa aa a a
a
a
Chair
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Valaris Ltd. published this content on 19 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2022 23:54:05 UTC.