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England and Wales
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1-8097
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98-0635229
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(1) To re-elect Directors to serve until the 2017 Annual General Meeting of Shareholders:
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(2) To authorise the Board of Directors to allot shares:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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178,874,012
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15,803,430
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2,902,563
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N/A
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(3) To ratify the Audit Committee's appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the year ended December 31, 2016:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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193,178,168
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2,747,638
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1,654,199
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N/A
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(4) To appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the 2016 Annual General Meeting until the conclusion of the next annual general meeting of shareholders at which accounts are laid before the Company):
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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193,282,929
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2,795,970
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1,501,106
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N/A
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(5) To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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194,560,465
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1,394,185
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1,625,355
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N/A
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(6) To approve an amendment to the Ensco plc 2012 Long-Term Incentive Plan:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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152,046,153
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14,417,522
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1,417,513
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29,698,817
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(7) A non-binding advisory vote to approve the Directors' Remuneration Report for the year ended December 31, 2015:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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124,576,478
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41,713,110
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1,591,600
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29,698,817
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(8) A non-binding advisory vote to approve the compensation of our named executive officers:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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148,450,400
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17,783,278
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1,647,510
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29,698,817
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(9) 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 December 31, 2015:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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191,627,800
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2,450,581
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3,501,624
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N/A
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(10) To approve the disapplication of pre-emption rights:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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154,468,005
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11,828,789
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1,584,394
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29,698,817
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016.
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Ensco plc
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Date: May 25, 2016
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/s/ Michael T. McGuinty
Michael T. McGuinty
Senior Vice President - General Counsel and Secretary
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Exhibit No.
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Description
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10.1
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Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016.
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