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2020 Proxy Statement and 2019 Annual Report
- 2019 Annual Report
- Proxy Statement
- Contents
- Notice to Shareholders
- Proxy Statement Summary
- Invitation to 2020 Annual General Meeting of Transocean Ltd.
- Important Notice Regarding the Availability of Proxy Materials
- Information About the Meeting and Voting
- Agenda Item 1. Approval of the 2019 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2019 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2019
- Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2019
- Agenda Item 3. Appropriation of Accumulated Loss for Fiscal Year 2019
- Agenda Item 4. Increase in Total Number of Shares Authorized for Issuance
- Agenda Item 5. Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
- Skills & Experience Matrix for Independent Directors
- Agenda Item 6. Election of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
- Agenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
- Agenda Item 8. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
- Agenda Item 9. Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2020 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
- Agenda Item 10. Advisory Vote to Approve Named Executive Officer Compensation
- Agenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the Executive Management Team
- Agenda Item 12. Approval of Amendment and Restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan
- Proxy Statement (cont.)
- Corporate Governance
- Board Meetings and Committees
- 2019 Director Compensation
- Audit Committee Report
- Security Ownership of Certain Beneficial Owners
- Security Ownership of Directors and Executive Officers
- Compensation Discussion and Analysis
- Compensation Committee Report
- Executive Compensation
- - Summary Compensation Table
- - Grants of Plan-Based Awards for 2019
- - Outstanding Equity Awards at Year-End 2019
- - Option Exercises and Shares Vested for 2019
- - Pension Benefits for 2019
- - Potential Payments Upon Termination or Change of Control
- - CEO Pay Ratio
- Equity Compensation Plan Information
- Other Matters
- Appendix A - Non-GAAP Financial Information
- Appendix B - Proposed Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan
- Annex A - Proposed Amendment to Article 5 of the Company's Articles of Association
- Swiss Compensation Report
- Annual Report: Part I & II
- Index
- Forward-Looking Information
- 1. Business
- 1A. Risk Factors
- 1B. Unresolved Staff Comments
- 2. Properties
- 3. Legal Proceedings
- 4. Mine Safety Disclosures
- 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
- 6. Selected Financial Data
- 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
- 7A. Quantitative and Qualitative Disclosures About Market Risk
- 8. Financial Statements and Supplementary Data
- 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
- 9A. Controls and Procedures
- 9B. Other Information
- Annual Report: Part III & IV
- 10. Directors, Executive Officers and Corporate Governance
- 11. Executive Compensation
- 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
- 13. Certain Relationships and Related Transactions, and Director Independence
- 14. Principal Accounting Fees and Services
- 15. Exhibits and Financial Statement Schedules
- Schedule II - Valuation and Qualifying Accounts
- Signatures
- Statutory Financial Statements
- Shareholder Information
- 2019 Annual Report
- Proxy Statement
- Proxy Statement
- Contents
- Notice to Shareholders
- Proxy Statement Summary
- Invitation to 2020 Annual General Meeting of Transocean Ltd.
- Important Notice Regarding the Availability of Proxy Materials
- Information About the Meeting and Voting
- Agenda Item 1. Approval of the 2019 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2019 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2019
- Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2019
- Agenda Item 3. Appropriation of Accumulated Loss for Fiscal Year 2019
- Agenda Item 4. Increase in Total Number of Shares Authorized for Issuance
- Agenda Item 5. Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
- Skills & Experience Matrix for Independent Directors
- Agenda Item 6. Election of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
- Agenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
- Agenda Item 8. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
- Agenda Item 9. Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2020 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
- Agenda Item 10. Advisory Vote to Approve Named Executive Officer Compensation
- Agenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the Executive Management Team
- Agenda Item 12. Approval of Amendment and Restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan
- Proxy Statement (cont.)
- Proxy Statement (cont.)
- Corporate Governance
- Board Meetings and Committees
- 2019 Director Compensation
- Audit Committee Report
- Security Ownership of Certain Beneficial Owners
- Security Ownership of Directors and Executive Officers
- Compensation Discussion and Analysis
- Compensation Committee Report
- Executive Compensation
- - Summary Compensation Table
- - Grants of Plan-Based Awards for 2019
- - Outstanding Equity Awards at Year-End 2019
- - Option Exercises and Shares Vested for 2019
- - Pension Benefits for 2019
- - Potential Payments Upon Termination or Change of Control
- - CEO Pay Ratio
- Equity Compensation Plan Information
- Other Matters
- Appendix A - Non-GAAP Financial Information
- Appendix B - Proposed Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan
- Annex A - Proposed Amendment to Article 5 of the Company's Articles of Association
- Swiss Compensation Report
- Annual Report: Part I & II
- Annual Report: Part I & II
- Index
- Forward-Looking Information
- 1. Business
- 1A. Risk Factors
- 1B. Unresolved Staff Comments
- 2. Properties
- 3. Legal Proceedings
- 4. Mine Safety Disclosures
- 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
- 6. Selected Financial Data
- 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
- 7A. Quantitative and Qualitative Disclosures About Market Risk
- 8. Financial Statements and Supplementary Data
- 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
- 9A. Controls and Procedures
- 9B. Other Information
- Annual Report: Part III & IV
- Annual Report: Part III & IV
- 10. Directors, Executive Officers and Corporate Governance
- 11. Executive Compensation
- 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
- 13. Certain Relationships and Related Transactions, and Director Independence
- 14. Principal Accounting Fees and Services
- 15. Exhibits and Financial Statement Schedules
- Schedule II - Valuation and Qualifying Accounts
- Signatures
- Statutory Financial Statements
- Shareholder Information
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