Edgar Filing: DIAMOND OFFSHORE DRILLING INC

Date: May 21, 2015

DIAMOND OFFSHORE DRILLING, INC.

/s/ DAVID L. ROLAND

David L. Roland

Senior Vice President, General Counsel

and Secretary

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): May 19, 2015

Diamond Offshore Drilling, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13926

76-0321760

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification No.)

15415 Katy Freeway

Houston, Texas 77094

(Address of principal executive offices, including Zip Code)

(281) 492-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

On May 19, 2015, Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) in New York, New York. Of the 137,158,706 shares of common stock outstanding and entitled to vote as of the record date, 123,397,604 shares, or approximately 90.0%, were present in person or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders approved all of the nominees and proposals, specifically (1) the election of all of the nominees as directors to hold office until the 2016 Annual Meeting of Stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2015 and (3) executive compensation.

The final results of the voting on the matters submitted to the stockholders were as follows:


	Votes Cast For					Votes Cast Against
	Number		% of Votes Cast			Number		% of Votes Cast			Abstain		Broker Non-Votes
1. Election of Directors until 2016 Annual Meeting
James S. Tisch		96,681,604		85.22	%		16,674,094		14.69	%		81,941		9,959,965
Marc Edwards		99,656,915		87.85	%		13,700,170		12.07	%		80,554		9,959,965
John R. Bolton		112,017,153		98.74	%		1,308,926		1.15	%		111,560		9,959,965
Charles L. Fabrikant		111,958,932		98.69	%		1,397,866		1.23	%		80,841		9,959,965
Paul G. Gaffney II		111,974,412		98.71	%		1,331,562		1.17	%		131,665		9,959,965
Edward Grebow		112,039,423		98.76	%		1,264,154		1.11	%		134,062		9,959,965
Herbert C. Hofmann		97,862,576		86.26	%		15,489,511		13.65	%		85,552		9,959,965
Kenneth I. Siegel		98,049,178		86.43	%		15,308,149		13.49	%		80,312		9,959,965
Clifford M. Sobel		112,202,694		98.91	%		1,092,935		0.96	%		142,010		9,959,965
Andrew H. Tisch		96,926,270		85.44	%		16,432,847		14.48	%		78,522		9,959,965
Raymond S. Troubh		111,894,233		98.63	%		1,467,822		1.29	%		75,584		9,959,965

2. Ratification of Deloitte & Touche LLP as Independent Auditors for 2015		123,020,226		99.69	%		292,004		0.23	%		85,374		N/A

3. Advisory Approval of Executive Compensation		98,374,122		86.72	%		14,914,207		13.14	%		149,310		9,959,965

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.