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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 16, 2023 (May 11, 2023)

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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.

At the 2023 Annual General Meeting of Shareholders of Transocean Ltd. (the “Company”) held on May 11, 2023 (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 30,000,000 Transocean Ltd. shares, par value CHF 0.10 per share (“Shares”), issuable pursuant to awards thereunder.

The summary of the changes to the Amended and Restated LTIP 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 is incorporated herein by reference.

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

On May 11, 2023, the Articles of Association of the Company were amended (as amended, the “Articles of Association”) to reflect the approval by our shareholders at the AGM of (i) the general capital authorization proposal, which permits the issuance of up to 159,449,067 Shares pursuant to the authorization, for a one-year period expiring on May 11, 2024; (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 30,000,000 Shares pursuant to the authorization, for a five-year period expiring on May 11, 2028; and (iii) the proposal to amend the Articles of Association to align them with changes that were made to Swiss corporate law effective January 1, 2023, and make certain related changes.

Effective May 12, 2023, the Organizational Regulations (as amended, the “Organizational Regulations”) of the Company were amended by the Company’s Board of Directors to align them with changes that were made to Swiss corporate law effective January 1, 2023, and to make certain related changes, including with respect to the procedures required to consider and approve certain Company actions.      

The foregoing descriptions of the Articles of Association and Organizational Regulations, do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles of Association and Organizational Regulations, respectively, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2 respectively, and are incorporated herein by reference.

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

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At the AGM, the Company’s shareholders 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 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the 2024 Annual General Meeting of Shareholders.

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Chadwick C. Deaton was elected Chair of the Board of Directors of the Company to hold office until the completion of the 2024 Annual General Meeting of Shareholders.

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Each of the three persons listed above was duly elected to serve as a member of the Compensation Committee of the Company to hold office until completion of the 2024 Annual General Meeting of Shareholders.

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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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Based upon the voting results from this proposal, the Company’s Board of Directors determined on May 12, 2023, that the Company will continue to hold an advisory vote on executive compensation once every year until the next required advisory vote on the frequency of shareholder advisory votes on executive compensation, which in accordance with applicable law, will occur no later than the Company’s annual general meeting of shareholders in 2029.  

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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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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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