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2026 Proxy Statement and 2025 Annual Report
- 2025 Annual Report
- Proxy Statement
- Contents
- Notice to Shareholders
- Proxy Statement Summary
- Governance Highlights
- Invitation to 2026 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 (A) the 2025 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2025, and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2025; and Advisory Votes to Approve (B) the Swiss Statutory Compensation Report for Fiscal Year 2025 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2025
- Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2025
- Agenda Item 3. Appropriation of the Accumulated Losses for Fiscal Year 2025
- Agenda Item 4. Approval 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 Director Nominees
- 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. Ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2026 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 for Fiscal Year 2026
- Agenda Item 11. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team
- Proxy Statement (cont.)
- Corporate Governance
- Board Meetings and Committees
- 2025 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 2025
- - Outstanding Equity Awards at Year-End 2025
- - Option Exercises and Shares Vested for 2025
- - Pension Benefits for 2025
- - Potential Payments Upon Termination or Change of Control
- - CEO Pay Ratio
- - Pay Versus Performance
- Equity Compensation Plan Information
- Other Matters
- Appendix A - Non-GAAP Financial Information
- Appendix B - 2025 Swiss Non-Financial Matters Report
- Annex A - Amendment to Article 5 of the Articles of Association
- Swiss Compensation Report
- Annual Report: Part I & II
- Index
- Forward-Looking Information
- 1. Business
- 1A. Risk Factors
- 1B. Unresolved Staff Comments
- 1C. Cybersecurity
- 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. Reserved
- 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
- 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
- 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 Accountant Fees and Services
- 15. Exhibits and Financial Statement Schedules
- Schedule II - Valuation and Qualifying Accounts
- Signatures
- Statutory Financial Statements
- Shareholder Information
- 2025 Annual Report
- Proxy Statement
- Proxy Statement
- Contents
- Notice to Shareholders
- Proxy Statement Summary
- Governance Highlights
- Invitation to 2026 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 (A) the 2025 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2025, and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2025; and Advisory Votes to Approve (B) the Swiss Statutory Compensation Report for Fiscal Year 2025 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2025
- Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2025
- Agenda Item 3. Appropriation of the Accumulated Losses for Fiscal Year 2025
- Agenda Item 4. Approval 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 Director Nominees
- 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. Ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2026 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 for Fiscal Year 2026
- Agenda Item 11. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team
- Proxy Statement (cont.)
- Proxy Statement (cont.)
- Corporate Governance
- Board Meetings and Committees
- 2025 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 2025
- - Outstanding Equity Awards at Year-End 2025
- - Option Exercises and Shares Vested for 2025
- - Pension Benefits for 2025
- - Potential Payments Upon Termination or Change of Control
- - CEO Pay Ratio
- - Pay Versus Performance
- Equity Compensation Plan Information
- Other Matters
- Appendix A - Non-GAAP Financial Information
- Appendix B - 2025 Swiss Non-Financial Matters Report
- Annex A - Amendment to Article 5 of the 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
- 1C. Cybersecurity
- 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. Reserved
- 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
- 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
- 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 Accountant 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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