Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan
At the 2024 Annual General Meeting of Shareholders of Transocean Ltd. (the “Company”) held on May 16, 2024 (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 22,500,000 Transocean Ltd. shares, par value USD 0.10 per share (“Shares”), issuable pursuant to awards thereunder.
The foregoing description of the Amended and Restated LTIP is not complete and 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 incorporated herein by reference.
Employment Agreement of Chief Financial Officer
In connection with the previously announced promotion of Mr. Thad Vayda as Executive Vice President and Chief Financial Officer of the Company, Mr. Vayda entered into an employment agreement (the “Employment Agreement”) with a wholly-owned indirect subsidiary of the Company, effective May 20, 2024. Pursuant to the terms and conditions of the Employment Agreement, Mr. Vayda will receive a base salary of $625,000 per year. Mr. Vayda’s 2024 annual cash bonus target under the Company’s Amended and Restated Performance Award and Cash Bonus Plan will be 100% of his annual salary earned in 2024, subject to the Company’s performance relative to a set of pre-determined performance metrics and the discretion of the Company’s Compensation Committee. Additionally, Mr. Vayda remains eligible to participate in the Amended and Restated LTIP. In May 2024, he received a 2024 equity award pursuant to the Amended and Restated LTIP in the form of restricted share units with a targeted cash value of $377,083, vesting in equal installments over three years, and performance units with a targeted cash value of $377,083, subject to vesting and performance terms equivalent to those currently in place for the 2024-2026 performance cycle. The foregoing description of the Employment Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Other than as disclosed in this Item 5.02, there are no arrangements or understandings between Mr. Vayda and any other person pursuant to which he was appointed Executive Vice President and Chief Financial Officer.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2024, the Articles of Association of the Company were amended (as amended, the “Articles of Association”) to reflect the approval by shareholders at the AGM of (i) the general capital authorization proposal, which permits the issuance of up to 172,563,171 Shares pursuant to the authorization, for a term expiring on May 29, 2025; (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 22,500,000 Shares pursuant to the authorization, for a five-year period expiring on May 16, 2029; and (iii) the proposals to reduce the par value and redenominate the par value currency, of the Shares from 0.10 Swiss Francs to 0.10 U.S. Dollars.
The foregoing description of the Articles of Association is not complete and is subject to and qualified in its entirety by reference to the full text of the Articles of Association, a copy of which is filed as Exhibit 3.1 and is incorporated herein by reference.
