UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Diamond Offshore Drilling, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-13926		76-0321760
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 492-5300

(Former name or former address, if changed since last report)

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

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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

     Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on May 23, 2011 in New York, New York. At the Annual Meeting, the holders of 125,037,555 shares of common stock out of 139,027,039 shares entitled to vote as of the record date were represented in person or by proxy, constituting a quorum. The following matters were voted on and adopted by the margins indicated:

     1. To elect nine directors to serve until the Company’s 2012 annual meeting of stockholders. The number of votes for, against and abstained and all shares as to which brokers indicated that they did not have the authority to vote (“Broker Non-Votes”) with respect to each director were as follows:

		Number of Shares
		For				Against				Abstain				Broker Non-Votes
James S. Tisch			99,325,526				13,365,131				902,885				11,444,013
Lawrence R. Dickerson			102,209,670				10,479,940				903,932				11,444,013
John R. Bolton			111,737,864				880,429				975,249				11,444,013
Charles L. Fabrikant			110,095,148				2,524,640				973,754				11,444,013
Paul G. Gaffney II			111,840,759				777,907				974,876				11,444,013
Edward Grebow			111,834,283				784,337				974,922				11,444,013
Herbert C. Hofmann			101,795,809				10,892,200				905,533				11,444,013
Andrew H. Tisch			101,793,846				10,895,931				903,765				11,444,013
Raymond S. Troubh			111,573,497				1,115,919				904,126				11,444,013

     2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2011:

For			124,207,407
Against			781,123
Abstain			49,025
Broker Non-Votes			0

     3. To approve, by non-binding vote, executive compensation:

For			111,735,822
Against			798,964
Abstain			1,058,756
Broker Non-Votes			11,444,013

     4. To recommend, by non-binding vote, the frequency of future stockholder advisory votes on executive compensation:

One Year			104,486,664
Two Years			198,697
Three Years			7,861,888
Abstain			1,046,293

     In light of the vote of the stockholders on the frequency of future stockholder advisory votes on executive compensation as reported above, the Company’s Board of Directors has determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted every year, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 26, 2011