UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ⌧ | |
Filed by a Party other than the Registrant ◻ | |
Check the appropriate box: | |
◻ | Preliminary Proxy Statement |
◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
◻ | Definitive Proxy Statement |
⌧ | Definitive Additional Materials |
◻ | Soliciting Material under §240.14a-12 |
Transocean Ltd.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
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⌧ | No fee required. |
◻ | Fee paid previously with preliminary materials. |
◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
| Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V67601-P26093 TRANSOCEAN LTD. TURMSTRASSE 30 CH-6312 STEINHAUSEN SWITZERLAND TRANSOCEAN LTD. 2025 Annual General Meeting Vote by 2:00 P.M. EDT May 29, 2025/8:00 P.M. Swiss time May 29, 2025 Meeting Date May 30, 2025 8:00 a.m. Swiss time Parkhotel Zug Industriestrasse 14 6302 Zug, Switzerland You invested in TRANSOCEAN LTD. and it’s time to vote. You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 30, 2025. Get informed before you vote View the Combined Document online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 12, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. |
| THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote on these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V67602-P26093 Voting Items Board Recommends 1. Approval of (A) the 2024 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2024 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2024, (B) the Swiss Statutory Compensation Report for Fiscal Year 2024 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2024 1A Approval of the 2024 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2024 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2024 For 1B Approval of the Swiss Statutory Compensation Report for Fiscal Year 2024 For 1C Approval of the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2024 For 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2024 For 3. Appropriation of the Accumulated Losses for Fiscal Year 2024 For 4. Approval of Shares Authorized for Issuance For 5. Amendment of the Articles of Association to Increase the Maximum Number of Members of the Board of Directors to 12 from 11 for a One-Year Period For 6. Election of 12 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting 6A Keelan I. Adamson For 6B Glyn A. Barker For 6C Vanessa C.L. Chang For 6D Frederico F. Curado For 6E Chadwick C. Deaton For 6F Domenic J. “Nick” Dell‘Osso, Jr. For 6G Vincent J. Intrieri For 6H William F. “Bill” Lacey For 6I Samuel J. Merksamer For 6J Frederik W. Mohn For 6K Margareth Øvrum For 6L Jeremy D. Thigpen For 7. Election of Jeremy D. Thigpen as the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting For 8. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting 8A Glyn A. Barker For 8B Vanessa C.L. Chang For 8C Frederico F. Curado For 9. Reelection of Schweiger Advokatur/Notariat as the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting For 10. Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further One Year Term For 11. Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2025 For 12. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team 12A Ratification of the Maximum Aggregate Amount of Compensation of the Board of Directors for the Period Between the 2025 Annual General Meeting and the 2026 Annual General Meeting For 12B Ratification of the Maximum Aggregate Amount of Compensation of the Executive Management Team for Fiscal Year 2026 For 13. Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans 13A Approval of Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan For 13B Approval of Capital Authorization for Share-Based Incentive Plans For |
