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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): June 12, 2025
Valaris Limited
(Exact name of registrant as specified in its charter)
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| Bermuda | 001-08097 | 98-1589854 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Clarendon House, 2 Church Street
Hamilton, Bermuda HM 11
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660
Not Applicable
(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:
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | |
| Title of each class | Ticker Symbol(s) | | Name of each exchange on which registered |
| Common Shares | VAL | | New York Stock Exchange |
| Warrants to purchase Common Shares | VAL WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | | | | | |
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 5.07 Submission of Matters to a Vote of Security Holders
(a) Valaris Limited (the "Company") held its 2025 Annual General Meeting of Shareholders in Bermuda on June 12, 2025.
(b) There were 71,041,023 shares entitled to vote at the meeting based on the April 15, 2025 record date, of which 58,550,495 shares, or 82.41%, were present and voting in person or by proxy. The following matters, detailed descriptions of which are contained in the 2025 Proxy Statement, were voted on at the meeting:
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(1) To elect each of the following Directors to serve until the next Annual General Meeting of Shareholders or until their respective offices are otherwise vacated in accordance with the bye-laws of the Company: |
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a. Elizabeth D. Leykum | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 47,762,742 | | 503,879 | | 26,960 | | 10,256,914 |
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b. Anton Dibowitz | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 48,220,670 | | 47,768 | | 25,143 | | 10,256,914 |
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c. Dick Fagerstal | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 48,224,054 | | 43,446 | | 26,081 | | 10,256,914 |
| | | | | | | | | | | | | | | | | | | | |
d. Joseph Goldschmid | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 46,677,540 | | 1,590,076 | | 25,965 | | 10,256,914 |
| | | | | | | | | | | | | | | | | | | | |
e. Catherine J. Hughes | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 46,976,413 | | 1,290,092 | | 27,076 | | 10,256,914 |
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f. Kristian Johansen | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 43,990,158 | | 4,274,399 | | 29,024 | | 10,256,914 |
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| (2) To approve on an advisory, non-binding basis the compensation of the Company's named executive officers: |
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| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 45,268,307 | | 2,256,640 | | 768,634 | | 10,256,914 |
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| (3) To approve the appointment of KPMG LLP as the Company's independent registered public accounting firm until the close of the next Annual General Meeting of Shareholders and to authorize the Company's board of directors, acting through the Audit Committee, to determine KPMG LLP's remuneration: |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Broker |
| Votes For | | Votes Against | | Votes Abstain | | Non-Votes |
| 54,404,378 | | 4,080,728 | | 65,389 | | N/A |
SIGNATURE
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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| | Valaris Limited |
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Date: June 13, 2025 | /s/ Davor Vukadin |
| | Davor Vukadin |
| | Senior Vice President and General Counsel |