Ensco plc (Form: 8-K, Received: 05/24/2013 10:20:32)

Votes Against

Votes Abstain

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 20, 2013

Ensco plc

(Exact name of registrant as specified in its charter)




England and Wales	1-8097	98-0635229
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6 Chesterfield Gardens

London, England W1J 5BQ

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 44 (0) 20 7659 4660

Not Applicable

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

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))

TABLE OF CONTENTS



INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	1
Item 5.07 Submission of Matters to a Vote of Security Holders	1
Item 9.01 Financial Statements and Exhibits	3
SIGNATURE	4
EXHIBIT INDEX	5

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) 2005 Supplemental Executive Retirement Plan

On May 21, 2013, the Compensation Committee and the Board of Directors of Ensco plc (the "Company") approved and adopted Amendment No. 5, dated May 21, 2013 and effective October 1, 2013 (the "Amendment"), to the Ensco 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005) (the "2005 SERP"). The Amendment to the 2005 SERP allows for the following:


•	participants may elect to defer distribution (either lump sum or commencement of installments) for up to 60 months as opposed to 24 months;


•	participants may revise initial elections up to two times rather than only once;


•	participants may elect to receive installment payments for a minimum of 12 months and up to a maximum of 120 months, as opposed to a maximum of 60 months; and


•	participants may change the initial election to receive a lump sum instead of installments as opposed to having only the option of electing to receive installments instead of a lump sum.

Pursuant to section 409A of the Internal Revenue Code, current 2005 SERP participants will remain subject to the "one year/5 year rule" which stipulates that any subsequent election by a participant to change the timing of a distribution will be subject to a one year waiting period for the revised election to be effective; and a minimum additional deferral period of 5 years from the date of the original deferral period.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Company held its 2013 annual general meeting of shareholders in London, England on May 20, 2013.

(b) There were 232,867,842 Class A ordinary shares (“shares”) entitled to vote at the meeting based on the March 28, 2013 record date, of which 198,668,504 shares, or approximately 85%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the Company’s proxy statement dated April 4, 2013, were voted on at the meeting:

(i) To re-elect Francis S. Kalman as a director of the Company:

(ii) To elect Roxanne J. Decyk as a director of the Company:

(iii) To elect Mary Francis CBE as a director of the Company:

(iv) To ratify the Audit Committee’s appointment of KPMG LLP as the Company’s U.S. independent registered public accounting firm for the year ended 31 December 2013:

(v) To re-appoint KPMG Audit Plc as the Company’s U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company):

(vi) To authorize the Audit Committee to determine the Company's U.K. statutory auditors' remuneration:

(vii) A non-binding advisory vote to approve the compensation of the Company's named executive officers:

(viii) A non-binding vote to approve the Directors' Remuneration Report for the year ended 31 December 2012:

(ix) A non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended 31 December 2012:

(x) To adopt the Articles of Association (produced at the meeting and initialed by the Chairman for the purpose of identification) as the Articles of Association of the Company, in substitution for and to the exclusion of the existing Articles of Association, with effect from the conclusion of the meeting, which would declassify the Company's Board and effectuate certain other non-substantive changes relating to the conversion of the Company's American Depositary Shares to Class A ordinary shares:

(xi) To (i) approve the terms of the proposed purchase agreement or agreements (produced at the meeting and initialed by the Chairman for the purpose of identification) providing for the purchase by the Company of shares for up to a maximum of US$2 billion in aggregate from one or more financial intermediaries (each acting as principal) who are not shareholders of the Company holding shares to which this resolution relates (or to the extent that they are, the voting rights attaching to any shares held by them will not count towards this resolution) and (ii) authorise the Company to make off-market purchases of Class A ordinary shares pursuant to such agreement or agreements. The authority conferred by this resolution xi will, unless varied, revoked or renewed by the shareholders prior to such time, expire five years after the date of the passing of this resolution:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description
10.1		Amendment No. 5 to the Ensco 2005 Amended and Restated Supplemental Executive Retirement Plan (dated May 21, 2013 and effective October 1, 2013).

SIGNATURE

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.



		Ensco plc

Date: May 24, 2013		/s/ ROBERT W. EDWARDS III Robert W. Edwards III Controller

EXHIBIT INDEX



Exhibit No.		Description
10.1		Amendment No. 5 to the Ensco 2005 Amended and Restated Supplemental Executive Retirement Plan (dated May 21, 2013 and effective October 1, 2013).

AMENDMENT NO. 5 TO THE

ENSCO 2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2005)

THIS AMENDMENT No. 5, executed this 21st day of May 2013, and effective as of 1 October 2013, by ENSCO International Incorporated, having its principal office in Houston, Texas (hereinafter referred to as the “Company”).

WITNESSETH:

WHEREAS, effective April 1, 1995, Energy Service Company, Inc. adopted the Energy Service Company, Inc. Select Executive Retirement Plan (the “Original SERP”);

WHEREAS, the name of the Company was changed to ENSCO International Incorporated;

WHEREAS, the Company amended and restated the Original SERP, effective January 1, 1997, to (i) provide a discretionary profit sharing contribution, (ii) rename the Original SERP the “ENSCO Supplemental Executive Retirement Plan,” and (iii) coordinate the operation of the Original SERP with the ENSCO Savings Plan;

WHEREAS, the Pension and Welfare Benefits Administration of the Department of Labor issued final regulations establishing new standards for processing benefit claims of participants and beneficiaries under Section 8.2 of the Original SERP which were subsequently clarified by further guidance from the Pension and Welfare Benefits Administration (collectively the “Final Claims Procedure Regulations”);

WHEREAS, the Company adopted Amendment No. 1 to the amended and restated Original SERP, effective as of January 1, 2002, to revise Section 8.2 of the Original SERP to provide that the administrator of the Original SERP shall process benefit claims of participants and beneficiaries pursuant to the claims procedure specified in the summary plan description for the Original SERP which shall comply with the Final Claims Procedure Regulations, as may be amended from time to time;

WHEREAS, the Company amended and restated the Original SERP, effective as of January 1, 2004;

WHEREAS, the American Jobs Creation Act of 2004 (the “AJCA”) enacted new section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which imposes new rules regarding the timing of elections and distributions under nonqualified deferred compensation plans effective for years beginning after December 31, 2004;

WHEREAS, the Company determined to comply with the AJCA and new section 409A of the Code by freezing the Original SERP and adopting the ENSCO 2005 Supplemental Executive Retirement Plan (the “2005 SERP”), effective January 1, 2005;

WHEREAS, the Board of Directors of the Company (the “Board”), upon recommendation of its Nominating, Governance and Compensation Committee (the “Committee”), approved Amendment No. 1 to the 2005 SERP during a regular meeting held on November 6, 2007;

WHEREAS, the Board, upon recommendation of the Committee, approved Amendment No. 2 to the 2005 SERP during a regular meeting held on March 10, 2008;

WHEREAS, the Board, upon recommendation of the Committee during its meeting held on November 3-4, 2008, approved the amendment and restatement of the 2005 SERP during a regular meeting held on November 4, 2008;

WHEREAS, the Company adopted the amended and restated 2005 SERP, effective as of January 1, 2005, except as specifically provided otherwise to the contrary therein, in order to (i) facilitate compliance with the final Treasury regulations under section 409A of the Code, and (ii) incorporate the amendments to the 2005 SERP previously made by Amendment No. 1 and Amendment No. 2;

WHEREAS, the Board, upon recommendation of the Committee during its regular meeting held on August 4, 2009, approved Amendment No. 1 to the 2005 SERP, as amended and restated effective January 1, 2005, during a regular meeting held on August 4, 2009;

WHEREAS, the Board, upon recommendation of the Committee during its regular meeting held on November 2, 2009, approved Amendment No. 2 to the 2005 SERP, as amended and restated effective January 1, 2005, during a regular meeting held on November 3, 2009;

WHEREAS, the Board, upon recommendation of the Committee, approved Amendment No. 3 to the 2005 SERP, as amended and restated January 1, 2005, on December 22, 2009;

WHEREAS, each issued and outstanding American depositary share ("ADS") (each ADS representing a Class A ordinary share, nominal value US$0.10 of Ensco plc (each an "Ensco UK Share")) was converted into the right to receive an Ensco UK Share effective as of the date fixed for termination of the Deposit Agreement, dated as of September 29, 2009, among Ensco plc, Citibank, N.A., as Depositary, and the holders and beneficial owners of the ADSs issued thereunder (the "Termination Date");

WHEREAS, the Board, upon recommendation of the Committee, by its unanimous written consent approved Amendment No. 4 to the amended and restated 2005 SERP, effective as of the Termination Date in order to (i) specifically provide that (A) each ADS held by the Ensco ADS fund on the Termination Date will be converted into one Ensco UK Share, and (B) the references to "Ensco ADS fund" in Section 7.2 of the amended and restated 2005 SERP shall thereafter be read and considered to be references to the "Ensco UK Stock fund," and (ii) make such other conforming changes to the amended and restated 2005 SERP as determined necessary;

WHEREAS, the Board, upon recommendation of the Committee during its regular meeting held on 20 May 2013, approved Amendment No. 5 to the amended and restated 2005 SERP, during a regular meeting held on 21 May 2013; and

WHEREAS, the Company now desires to adopt this Amendment No. 5 to the amended and restated 2005 SERP in order to: (i) specifically provide that a participant may elect (A) initially to receive a single sum payment or substantially equal monthly installments over a period of not less than 12 months and not more than 120 months, (B) initially to defer receipt of payment for up to five years, (C) subsequently to change, up to two times, the time and/or form of payment to permit a participant who elected a single sum payment to receive substantially equal monthly installments over a period of not less than 12 months and not more than 120 months, a participant who elected substantially equal monthly installments to receive either a different number of substantially equal monthly installments (between 12 and 120) or a single sum payment, and, to defer receipt of payment for an additional five years; and (ii) make such other conforming changes to the amended and restated 2005 SERP as determined necessary;

NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby adopts the following Amendment No. 5 to the amended and restated 2005 SERP:

1. Section 5.3 of the amended and restated 2005 SERP is hereby amended and restated in its entirety to read as follows:

5.3 Form of Payment and Deferral of Timing of Payment . Each Participant may elect on his or her initial Deferred Compensation/Participation Agreement filed with the Administrator under this Plan whether his or her Benefits will be paid in the form of a single sum payment or substantially equal monthly installments over a period of not less than 12 months and not more than 120 months. In addition, the Participant may elect on his or her initial Deferred Compensation/Participation Agreement filed with the Administrator under this Plan to defer the Benefit payment date or Benefit commencement date specified in Section 5.1 to a date that is not beyond the fifth anniversary of the normal Benefit payment date or Benefit commencement date specified in Section 5.1. A Participant may elect to change his or her initial Deferred Compensation/Participation Agreement up to two times as follows: (i) a Participant may change the form in which his or her Benefits will be paid as specified in his or her initial Deferred Compensation/Participation Agreement (or a subsequent election) from (A) a single sum payment to substantially equal monthly installments over a period of not less than 12 months and not more than 120 months, (B) any number of substantially equal monthly installments to a different number of substantially equal monthly installments; provided, however, the number of installments is not less than 12 nor more than 120, or (C) any number of substantially equal monthly installments to a single sum payment; and (ii) a Participant may change the Benefit payment date or Benefit commencement date by deferring the date specified in his or her initial Deferred Compensation/Participation Agreement (or a subsequent election) for five years. If any election to change the time or form of payment is made pursuant to the preceding sentence, (i) it cannot take effect until at

least 12 months after the date on which the new election is made, and (ii) for an election related to a payment that is not made by reason of the Participant’s Disability, the occurrence of an unforeseeable emergency under Section 5.2(a), or the Participant’s death, the payment (the first installment or single sum payment) with respect to which this election is made shall be deferred for a period of five years from the date on which the first installment or single sum payment would otherwise have been made. For clarity, if a Participant makes an election to change the time and/or form of payment elected in his or her initial Deferred Compensation/Participation Agreement and the Participant’s separation from service occurs prior to the first anniversary of the date such subsequent election is made, the subsequent election shall be disregarded for purposes of determining the time and form of payment, and payment shall be made in accordance with his or her initial Deferred Compensation/Participation Agreement. If the Participant has made a subsequent election to change the time and/or form of payment, and makes a second subsequent election to change the time and/or form of payment, the second subsequent election shall not become effective until the first anniversary of the date such second subsequent election is made, and shall be disregarded (and payment shall be made in accordance with the first subsequent election, assuming it is effective, or, if the first subsequent election is not yet effective because of the one-year rule, the Participant’s initial election) if the Participant’s separation from service occurs prior to that date. If a Participant has not elected a form of payment for his or her Benefits pursuant to this Section 5.3, the Participant's Benefits shall be paid in a single sum payment. If such Participant is receiving installment payments hereunder and dies prior to the payment of all monthly installments, the remaining portion of the Participant's Benefits shall continue to be paid in monthly installments to his or her Beneficiary for the remaining installment period in the same amount and manner as such Benefits would have been paid to the Participant. If the Participant elects to defer the Benefit payment date or Benefit commencement date and dies before that deferred Benefit payment date or deferred Benefit commencement date specified in his or her Deferred Compensation/Participation Agreement, the Participant’s Benefits shall be paid or commence to be paid to his or her Beneficiary in the form and upon the date elected by the Participant.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 5 to the amendment and restatement of the Ensco 2005 Supplemental Executive Retirement Plan to be executed on the date first above written.

ENSCO INTERNATIONAL INCORPORATED

/s/ Douglas E. Hancock

By: Douglas E. Hancock

Its: Vice President and Treasurer