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): January 1, 2022
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-32657 | 98-0363970 | ||
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
Crown House
4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including area code)
N/A
(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)) |
| Title of each class | Trading Symbol(s) |
Name of exchange on which
registered |
||
| Common shares | NBR | NYSE | ||
| Preferred shares – Series A | NBR.PRA | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2022 Nabors Industries Ltd. (“Nabors”) and its indirect wholly-owned subsidiary, Nabors Industries, Inc. (“NII”) entered into a second amendment to the executive employment agreement with William Restrepo, the Chief Financial Officer of each of Nabors and NII (the “Second Amendment”). The Second Amendment increases the annual rate of base salary payable under Mr. Restrepo’s employment agreement from $650,000 per year to $750,000 per year.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, which is included as Exhibit 10.1to this Form 8-K and is incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
Description | |
| 10.1 | Second Amendment to Amended and Restated Executive Employment Agreement, dated January 1, 2022, among Nabors Industries Ltd., Nabors Industries, Inc. and William Restrepo. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| NABORS INDUSTRIES LTD. | |||
| Date: January 6, 2022 | By: | /s/ Mark D. Andrews | |
| Name: | Mark D. Andrews | ||
| Title: | Corporate Secretary | ||
Exhibit 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
WHEREAS, Nabors Industries Ltd. and Nabors Industries, Inc. (collectively, the “Company”) and William Restrepo (“Executive”), entered into an Amended and Restated Executive Employment Agreement (the “Agreement”) effective as of January 2, 2020 and as amended effective as of April 6, 2020; and
WHEREAS, the Executive and the Company have agreed to certain modifications to the Agreement which they now desire to memorialize effective with this amendment (this “Second Amendment”) as follows:
| 1. | Section 3.1(a) of the Agreement is amended by removing and replacing with the following: |
“(a) Base Salary. Nabors Bermuda and Nabors Delaware shall pay Executive an annualized base salary, payable in accordance with the regular payroll practices of the Company, of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000), less applicable withholdings and authorized deductions (the “Base Salary”). The Base Salary shall be reviewed no less frequently than annually for increase in the discretion of the Nabors Bermuda Board and the Compensation Committee.”
As amended by paragraph 1 above, the Agreement remains in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but which taken together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of January 1, 2022.
| COMPANY: | ||
| Nabors Industries Ltd. | ||
| By: | /s/ Mark D. Andrews | |
| Its Corporate Secretary | ||
| Nabors Industries, Inc. | ||
| By: | /s/ Michael Rasmuson | |
| Its Senior Vice President and General Counsel | ||
| EXECUTIVE: | ||
| /s/ William Restrepo | ||
| William Restrepo | ||