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Get filing alertsSeadrill shareholders approve equity plan amendment and re-elect all directors
Filed June 5, 2026 · Period ending June 3, 2026 · ~1 min read
Key Changes
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Shareholders approved Amendment No. 1 to the 2022 Management Incentive Plan with 94.9% support (41.1M for, 2.2M against). Amendment details are in the April 20, 2026 proxy statement.
Item 5.02 verify on EDGAR → -
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All nine directors re-elected, though Andrew Schultz received notably lower support at 72.5% (27.5% opposition) compared to other nominees who received 96%+ approval.
Item 5.07 verify on EDGAR → -
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Say-on-pay vote on 2025 executive compensation passed with 94.7% approval (41.0M for, 2.3M against), within normal ranges.
Item 5.07 verify on EDGAR → -
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PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026 with 99.8% approval (47.2M for, 80K against).
Item 5.07 verify on EDGAR → -
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Director compensation approved with 99.9% support (43.3M for, 15K against). Board size set at up to nine directors with 96.3% approval.
Item 5.07 verify on EDGAR →
Summary
Seadrill held its 2026 annual meeting on June 3, with shareholders approving all six proposals on the ballot. The most material outcome was approval of Amendment No. 1 to the company's 2022 Management Incentive Plan, which passed with 94.9% support. The amendment had previously received board approval subject to shareholder ratification; specific terms are detailed in the April 20 proxy statement.
In director elections, all nine nominees were re-elected, though voting patterns showed a notable divergence. Eight directors received overwhelming support (96%–99.6%), but Andrew Schultz garnered only 72.5% approval with 27.5% opposition.
While Schultz was re-elected, the elevated opposition level stands out against his colleagues' results and may reflect shareholder concerns worth monitoring in future proxy disclosures. The say-on-pay vote on 2025 executive compensation passed with 94.7% support, a healthy result indicating no material shareholder dissatisfaction with pay practices. Routine governance matters—auditor ratification (99.8%), director compensation (99.9%), and board size authorization (96.3%)—all passed with minimal opposition.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 3, 2026, Seadrill Limited (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders of the Company approved Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Amendment”)
Shareholders approved Amendment No. 1 to the company's 2022 Management Incentive Plan at the annual meeting held June 3, 2026. The amendment had previously been approved by the Board subject to shareholder approval. The specific terms of the amendment are detailed in the company's April 20, 2026 proxy statement and the full amendment text is filed as an exhibit.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Seadrill's annual meeting approved all six proposals including director elections, auditor appointment, and executive compensation.
Added in current filing · verify on EDGAR →
The determination that the number of directors comprising the Board be set at up to nine (9) directors until such number is determined or changed in accordance with the Bye-laws of the Company (the “Bye-laws”) and the authorization of the Board to fill any vacancy on the Board left unfilled at any general meeting of shareholders was approved, with the vote totals as set forth in the table below: For | Against | Abstentions | Broker Non-Votes | 43,175,908 | 173,864 | 1,546,110 | 3,956,408
Shareholders approved setting the board size at up to nine directors and authorized the board to fill vacancies. The proposal passed with 96.3% of votes cast in favor. All nine director nominees were re-elected, with support ranging from 72.5% (Andrew Schultz) to 99.6% (Mark McCollum, Harry Quarls, Jonathan Swinney). Schultz received notably lower support with 27.5% opposition.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The appointment of PricewaterhouseCoopers LLP, United States (“PwC US”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and until the close of the Company’s next annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US was approved, with the vote totals as set forth in the table below: For | Against | Abstentions | Broker Non-Votes | 47,223,781 | 79,918 | 1,548,591 | —
Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, with 99.8% approval. The board's audit committee was authorized to determine PwC's compensation.
Added in current filing · verify on EDGAR →
The remuneration of the directors described in the Proxy Statement was approved and ratified, with the vote totals as set forth in the table below: For | Against | Abstentions | Broker Non-Votes | 43,328,331 | 15,251 | 1,552,300 | 3,956,408
Director compensation was approved with 99.9% support among votes cast. Minimal opposition indicates shareholder satisfaction with board pay levels.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify