Current Report Filing (8-k)
12 Novembre 2019 - 5:09PM
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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):
November 12, 2019
Valaris plc
(Exact name of registrant as specified in
its charter)
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England and Wales
(State or Other Jurisdiction of
Incorporation or Organization)
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1-8097
(Commission File Number)
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98-0635229
(I.R.S. Employer
Identification Number)
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6 Chesterfield Gardens
London, England W1J5BQ
(Address of Principal
Executive Offices)
(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 (see General Instruction
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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:
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Title of each class
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Ticker Symbol(s)
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Name of each exchange on which registered
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Class A ordinary shares, U.S. $0.40 par value
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VAL
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New York Stock Exchange
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4.70% Senior Notes due 2021
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VAL21
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New York Stock Exchange
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4.50% Senior Notes due 2024
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VAL24
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New York Stock Exchange
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8.00% Senior Notes due 2024
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VAL24A
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New York Stock Exchange
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5.20% Senior Notes due 2025
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VAL25A
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New York Stock Exchange
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7.75% Senior Notes due 2026
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VAL26
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New York Stock Exchange
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5.75% Senior Notes due 2044
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VAL44
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New York Stock Exchange
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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).
Emerging
growth company ¨
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 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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P. Carey Lowe will step down from his position
as Executive Vice President and Chief Operating Officer of Valaris plc (the “Company”) effective November 30,
2019 and will terminate employment with the Company effective as of December 31, 2019.
The Company has appointed Gilles Luca as
Senior Vice President and Chief Operating Officer of the Company effective December 1, 2019. Mr. Luca, age 48, joined the Company
in 1997 and has been Senior Vice President — Operations Support since April 2019. From December 2014 to April 2019, he was
Senior Vice President - Western Hemisphere. His prior positions with the Company have included Vice President - Business Development
and Strategic Planning, Vice President - Brazil Business Unit and General Manager - Europe and Africa. Mr. Luca has no familial
relationships with any director or other executive officer of the Company. Mr. Luca will receive a base annual salary of $525,000
per year, a target annual bonus opportunity of 85% of his base salary level, an annual long-term incentive award with a target
value of $1,500,000, and certain expatriate assignment benefits.
The Company has adopted an Executive Severance
Plan (the “Severance Plan”). The Severance Plan provides eligible individuals, including each of the Company’s
Senior Vice Presidents and Executive Vice Presidents, with the following separation payments and benefits in the event of a qualifying
termination, subject to the executive executing and not revoking a release of claims and complying with certain restrictive covenants:
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·
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For qualifying terminations occurring on or prior to April 10, 2020, cash severance in an amount equal to 100% (for Senior
Vice Presidents) or 200% (for Executive Vice Presidents) of the sum of the executive’s annual base salary and target annual
bonus opportunity;
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·
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For qualifying terminations occurring after April 10, 2020, cash severance in an amount equal to 100% (for Senior Vice Presidents)
or 150% (for Executive Vice Presidents) of the executive’s annual base salary;
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·
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A pro-rated annual bonus for the year of termination (based on actual performance);
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·
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Forfeiture of all outstanding restricted stock units, restricted shares and cash performance units granted prior to the effective
date of the Severance Plan;
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·
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Accelerated vesting of all outstanding restricted stock units and restricted shares granted following the effective date of
the Severance Plan;
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·
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Accelerated vesting of a pro-rata portion of outstanding cash performance units granted following the effective date of the
Severance Plan based on actual results realized; and
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·
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Continued group health plan coverage (or a cash payment equivalent thereto) and eligibility to receive outplacement services
for a period of twelve months.
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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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Dated: November 12, 2019
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Valaris plc
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By:
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/s/ Michael T. McGuinty
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Michael T. McGuinty
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Senior Vice President and General Counsel
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