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  • Say-on-pay Vote Failed With 66.28% Opposition (new) — Overwhelming shareholder rejection of executive compensation signals serious concerns about pay practices and alignment with performance.
NYSE: NBR NABORS INDUSTRIES LTD 8-K

Nabors shareholders reject executive pay with 66% opposition; all directors elected

Filed June 5, 2026 · Period ending June 2, 2026 · ~1 min read

4 key changes 1 high relevance 1 red flag 1 section

Key Changes

  • high

    Say-on-pay vote failed with only 33.72% support (3.8M for vs. 7.5M against), signaling significant shareholder dissatisfaction with executive compensation practices and likely prompting board review of pay programs.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • medium

    All eight director nominees elected with support ranging from 77.7% to 96.8% of votes cast (55.2% to 68.8% of shares outstanding), with 80.61% shareholder participation.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • medium

    Amendment No. 5 to the 2016 Stock Plan approved with 90.76% support (10.3M for, 1.0M against), representing 64.5% of shares outstanding.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    PricewaterhouseCoopers LLP ratified as independent auditor with 97.38% support (12.5M for, 298K against), representing 78.5% of shares outstanding.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Nabors Industries held its annual meeting on June 2, 2026, with 80.61% shareholder participation. The headline result was a decisive rejection of executive compensation: the say-on-pay vote failed with only 33.72% support, as 7.5 million shares voted against versus 3.8 million in favor. This 66% opposition rate is a clear signal of shareholder dissatisfaction with the company's executive pay practices and will likely force the board and compensation committee to undertake a comprehensive review of compensation programs and engage with major investors to address concerns.

All eight director nominees were elected, though support varied from 77.7% (Beder) to 96.8% (Tudor) of votes cast. Shareholders also approved Amendment No. 5 to the 2016 Stock Plan with 90.76% support and ratified PricewaterhouseCoopers as auditor with 97.38% approval. The failed say-on-pay vote stands out as the material governance event requiring board attention and likely changes to compensation structure or disclosure.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~500 words

Annual meeting held Jun 2, 2026: all directors elected, auditor approved, say-on-pay FAILED (33.72% support), stock plan approved.

3 Added
Added Director elections medium

Added in current filing · verify on EDGAR →

Holders of 12,866,339 shares, representing 80.61% of our outstanding shares of common stock entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy. ... Tanya S. Beder 8,812,944 | 2,527,210 | 1,526,185 | Approved

Anthony R. Chase 9,665,615 | 1,674,539 | 1,526,185 | Approved

James R. Crane 10,797,082 | 543,072 | 1,526,185 | Approved

John P. Kotts 9,721,344 | 1,618,810 | 1,526,185 | Approved

Michael C. Linn 9,542,563 | 1,797,591 | 1,526,185 | Approved

Anthony G. Petrello 10,788,160 | 551,994 | 1,526,185 | Approved

David J. Tudor 10,980,836 | 359,318 | 1,526,185 | Approved

John Yearwood | 10,658,523 | 681,631 | 1,526,185 | Approved

All eight director nominees were elected with majority support. Support ranged from 77.7% (Beder: 8,812,944 for vs. 2,527,210 withheld) to 96.8% (Tudor: 10,980,836 for vs. 359,318 withheld) of votes cast. With 80.61% shareholder participation, director support ranged from 55.2% to 68.8% of shares outstanding.

Added Say-on-pay vote FAILED high

Added in current filing · verify on EDGAR →

Advisory Vote on Compensation of Named Executive Officers | For 3,823,997 | Against 7,497,073 | Abstain 19,084 | Nonvotes 1,526,185 | RESULT: Not Approved (33.72% For)

The advisory vote on executive compensation FAILED with only 33.72% support (3,823,997 for vs. 7,497,073 against). This represents 66.28% opposition among votes cast and 47.0% opposition as a share of outstanding shares. A failed say-on-pay vote signals significant shareholder dissatisfaction with executive pay practices and typically prompts board review of compensation programs.

Added Stock plan amendment medium

Added in current filing · verify on EDGAR →

Approval of Amendment No. 5 to the Company’s Amended and Restated 2016 Stock Plan

For 10,292,678 | Against 1,032,052 | Abstain 15,424 | Nonvotes 1,526,185 | RESULT: Approved (90.76% For)

Shareholders approved Amendment No. 5 to the 2016 Stock Plan with 90.76% support (10,292,678 for, 1,032,052 against, 15,424 abstain). This represents 64.5% of shares outstanding approving the amendment, which likely expands share authorization or modifies plan terms for equity compensation.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify