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

Date of report (Date of earliest event reported): May 22, 2012

 

 

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.)

15415 Katy Freeway

Houston, Texas 77094

(Address of Principal Executive Offices and Zip Code)

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

Not Applicable

(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:

 

¨	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

(a) Diamond Offshore Drilling, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on May 22, 2012 in New York, New York.

(b) At the Annual Meeting, the holders of 125,124,937 shares of common stock out of 139,027,909 shares entitled to vote as of the record date were represented in person or by proxy, constituting a quorum. The final voting results for each of the items presented for stockholder approval were as follows:

1. To elect ten directors to serve until the Company’s 2013 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			100,968,375				14,916,429				127,181				9,112,952
Lawrence R. Dickerson			103,484,971				12,411,541				115,473				9,112,952
John R. Bolton			114,910,520				936,822				164,643				9,112,952
Charles L. Fabrikant			84,317,808				31,575,068				119,109				9,112,952
Paul G. Gaffney II			114,690,190				1,158,801				162,994				9,112,952
Edward Grebow			114,641,512				1,207,175				163,298				9,112,952
Herbert C. Hofmann			101,552,071				14,341,590				118,324				9,112,952
Clifford M. Sobel			114,983,565				952,772				75,648				9,112,952
Andrew H. Tisch			101,535,831				14,354,913				121,241				9,112,952
Raymond S. Troubh			114,433,133				1,493,829				85,023				9,112,952

2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2012:

 

		Number of Shares
For			124,283,885
Against			769,196
Abstain			71,856
Broker Non-Votes			0

3. To approve, by advisory vote, executive compensation:

 

		Number of Shares
For			114,451,880
Against			1,313,324
Abstain			246,781
Broker Non-Votes			9,112,952

 

2

---

4. To approve the Company’s amended and restated Incentive Compensation Plan for Executive Officers:

 

		Number of Shares
For			114,680,887
Against			1,179,143
Abstain			151,955
Broker Non-Votes			9,112,952

Based on the final vote as reported above, the ten director nominees named above were elected as directors of the Company. In addition, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2012, approved, by advisory vote, executive compensation and approved the Company’s amended and restated Incentive Compensation Plan for Executive Officers.

 

3

---

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 25, 2012

 

4