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2023 Proxy Statement and 2022 Annual Report
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2022 Annual Report
About Transocean Ltd.Letter to the Owners of Our Company
Proxy Statement
ContentsNotice to ShareholdersProxy Statement SummaryGovernance HighlightsSustainability HighlightsInvitation to 2023 Annual General Meeting of Transocean Ltd.Important Notice Regarding the Availability of Proxy MaterialsInformation About the Meeting and VotingAgenda Item 1. Reallocation of CHF 9.5 Billion of Free Capital Reserves from Capital Contribution to Statutory Capital Reserves from Capital ContributionAgenda Item 2. Approval of (A) the 2022 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2022 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2022 and (B) the Swiss Statutory Compensation Report for Fiscal Year 2022Agenda Item 3. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2022Agenda Item 4. Appropriation of the Accumulated Loss for Fiscal Year 2022Agenda Item 5. Approval of Shares Authorized for IssuanceAgenda Item 6. Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General MeetingSkills & Experience Matrix for Independent DirectorsAgenda Item 7. Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 8. Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 9. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 10. Appointment of Ernst & Young LLP As the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year TermAgenda Item 11. Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2023Agenda Item 12. Advisory Vote to Approve Frequency of Named Executive Officer Compensation VoteAgenda Item 13. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management TeamAgenda Item 14. Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive PlansAgenda Item 15. Approval of Amendments to Articles of Association to Reflect New Swiss Corporate Law and Make Certain Related Changes
Proxy Statement (cont.)
Corporate GovernanceBoard Meetings and Committees2022 Director CompensationAudit Committee ReportSecurity Ownership of Certain Beneficial OwnersSecurity Ownership of Directors and Executive OfficersCompensation Discussion and AnalysisCompensation Committee ReportExecutive Compensation- Summary Compensation Table- Grants of Plan-Based Awards for 2022- Outstanding Equity Awards at Year-End 2022- Option Exercises and Shares Vested for 2022- Pension Benefits for 2022- Potential Payments Upon Termination or Change of Control- CEO Pay Ratio- Pay Versus PerformanceEquity Compensation Plan InformationOther MattersAppendix A - Non-GAAP Financial InformationAppendix B - 2015 Long-Term Incentive PlanAnnex A - Amendment to Article 5 of the Articles of AssociationAnnex B - Amendment to Article 5 of the Articles of AssociationAnnex C - Amendments to the Articles of Association to Implement the New Swiss Corporate Law Effective
Swiss Compensation ReportAnnual Report: Part I & II
IndexForward-Looking Information1. Business1A. Risk Factors1B. Unresolved Staff Comments2. Properties3. Legal Proceedings4. Mine Safety Disclosures5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities6. Reserved7. Management's Discussion and Analysis of Financial Condition and Results of Operations7A. Quantitative and Qualitative Disclosures About Market Risk8. Financial Statements and Supplementary Data9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A. Controls and Procedures9B. Other Information9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Annual Report: Part III & IV
10. Directors, Executive Officers and Corporate Governance11. Executive Compensation12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters13. Certain Relationships and Related Transactions, and Director Independence14. Principal Accountant Fees and Services15. Exhibits and Financial Statement SchedulesSchedule II - Valuation and Qualifying AccountsSignatures
Statutory Financial Statements
Report of the Statutory Auditor on the Financial StatementsStatements of OperationsBalance SheetsNotes to Statutory Financial Statements
Shareholder Information

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