UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 3, 2026, Seadrill Limited (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders of the Company approved Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Amendment”), as described in the Company’s definitive proxy statement on Schedule 14A for the Meeting, which was filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”). The Amendment had previously been approved, subject to shareholder approval, by the Company’s Board of Directors (the “Board”).
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Meeting held on June 3, 2026, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in the Proxy Statement.
Proposal 1: Number of Directors
The determination that the number of directors comprising the Board be set at up to nine (9) directors until such number is determined or changed in accordance with the Bye-laws of the Company (the “Bye-laws”) and the authorization of the Board to fill any vacancy on the Board left unfilled at any general meeting of shareholders was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 43,175,908 | 173,864 | 1,546,110 | 3,956,408 |
Proposal 2: Re-Election of Directors
The following director nominees were re-elected as directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws, with the vote totals as set forth in the table below:
| Nominee |
For | Against | Abstentions | Broker Non-Votes | ||||
| Julie J. Robertson |
42,869,683 | 480,632 | 1,545,567 | 3,956,408 | ||||
| Jean Cahuzac |
43,082,539 | 266,289 | 1,547,054 | 3,956,408 | ||||
| Jan Kjærvik |
38,603,335 | 4,745,978 | 1,546,569 | 3,956,408 | ||||
| Mark McCollum |
43,322,502 | 26,123 | 1,547,257 | 3,956,408 | ||||
| Harry Quarls |
43,320,724 | 27,413 | 1,547,745 | 3,956,408 | ||||
| Andrew Schultz |
31,593,085 | 11,963,111 | 1,339,686 | 3,956,408 | ||||
| Paul Smith |
42,802,976 | 545,658 | 1,547,248 | 3,956,408 | ||||
| Jonathan Swinney |
43,322,316 | 26,251 | 1,547,315 | 3,956,408 | ||||
| Ana Zambelli |
43,222,425 | 126,203 | 1,547,254 | 3,956,408 |
Proposal 3: Appointment of the Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP, United States (“PwC US”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and until the close of the Company’s next
annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 47,223,781 | 79,918 | 1,548,591 | — |
Proposal 4: Approval and Ratification of the Remuneration of Directors
The remuneration of the directors described in the Proxy Statement was approved and ratified, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 43,328,331 | 15,251 | 1,552,300 | 3,956,408 |
Proposal 5: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The advisory vote to approve the compensation of the Company’s named executive officers for 2025 was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 41,033,521 | 2,310,244 | 1,552,117 | 3,956,408 |
Proposal 6: Approval of Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan
Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan was approved, with the vote totals as set forth in the table below:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 41,146,428 | 2,201,541 | 1,547,913 | 3,956,408 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| SEADRILL LIMITED | ||||||
| Date: June 5, 2026 | ||||||
| By: | /s/ Grant Creed | |||||
| Name: | Grant Creed | |||||
| Title: | Chief Financial Officer | |||||