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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 22, 2024 (May 16, 2024)

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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Registrant’s telephone number, including area code: +41 (41) 749-0500

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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)

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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))

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).

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Emerging growth company ☐

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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. ☐

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan

At the 2024 Annual General Meeting of Shareholders of Transocean Ltd. (the “Company”) held on May 16, 2024 (the “AGM”) in Zug, Switzerland, shareholders of the Company approved the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan (the “Amended and Restated LTIP”). As approved by shareholders, the Amended and Restated LTIP reserves an additional 22,500,000 Transocean Ltd. shares, par value USD 0.10 per share (“Shares”), issuable pursuant to awards thereunder.

The foregoing description of the Amended and Restated LTIP is not complete and is subject to and qualified in its entirety by reference to the full text of the Amended and Restated LTIP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Employment Agreement of Chief Financial Officer

In connection with the previously announced promotion of Mr. Thad Vayda as Executive Vice President and Chief Financial Officer of the Company, Mr. Vayda entered into an employment agreement (the “Employment Agreement”) with a wholly-owned indirect subsidiary of the Company, effective May 20, 2024. Pursuant to the terms and conditions of the Employment Agreement, Mr. Vayda will receive a base salary of $625,000 per year. Mr. Vayda’s 2024 annual cash bonus target under the Company’s Amended and Restated Performance Award and Cash Bonus Plan will be 100% of his annual salary earned in 2024, subject to the Company’s performance relative to a set of pre-determined performance metrics and the discretion of the Company’s Compensation Committee. Additionally, Mr. Vayda remains eligible to participate in the Amended and Restated LTIP. In May 2024, he received a 2024 equity award pursuant to the Amended and Restated LTIP in the form of restricted share units with a targeted cash value of $377,083, vesting in equal installments over three years, and performance units with a targeted cash value of $377,083, subject to vesting and performance terms equivalent to those currently in place for the 2024-2026 performance cycle. The foregoing description of the Employment Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Other than as disclosed in this Item 5.02, there are no arrangements or understandings between Mr. Vayda and any other person pursuant to which he was appointed Executive Vice President and Chief Financial Officer.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On May 16, 2024,  the Articles of Association of the Company were amended (as amended, the “Articles of Association”) to reflect the approval by shareholders at the AGM of (i) the general capital authorization proposal, which permits the issuance of up to 172,563,171 Shares pursuant to the authorization, for a term expiring on May 29, 2025; (ii) the specific capital authorization proposal that may be used to satisfy the Company’s equity incentive plans obligations, which permits the issuance of up to 22,500,000 Shares pursuant to the authorization, for a five-year period expiring on May 16, 2029; and (iii) the proposals to reduce the par value and redenominate the par value currency, of the Shares from 0.10 Swiss Francs to 0.10 U.S. Dollars.

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The foregoing description of the Articles of Association is not complete and is subject to and qualified in its entirety by reference to the full text of the Articles of Association, a copy of which is filed as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the AGM, shareholders of the Company took action on the following matters:

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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Each of the 10 persons listed above was duly elected as a director of the Company to hold office until the completion of the next Annual General Meeting.

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Chadwick C. Deaton was reelected Chair of the Board of Directors of the Company to hold office until the completion of the next Annual General Meeting.

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Each of the three persons listed above was duly reelected to serve as a member of the Compensation Committee of the Company to hold office until completion of the next Annual General Meeting.  

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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For information regarding the applicable vote standard required to pass each matter described in this Item 5.07, please refer to the section of the Company’s definitive proxy statement for the AGM, under the heading: “Votes Required.”

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Item 9.01Financial Statements and Exhibits.

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(d)  Exhibits.

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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.

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