UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 15, 2007
Diamond Offshore Drilling, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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1-13926
(Commission File Number)
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76-0321760
(IRS Employer
Identification No.) |
15415 Katy Freeway
Houston, Texas 77094
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 492-5300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate line below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the annual meeting of stockholders of Diamond Offshore Drilling, Inc. (the “Company”) held
on May 15, 2007, the Company’s stockholders approved the Company’s Incentive Compensation Plan for
Executive Officers (as amended and restated effective January 1, 2007) (the “Incentive Compensation
Plan”). The Incentive Compensation Plan is designed to qualify the amounts paid under its terms to
the Company’s executive officers as “qualified performance-based compensation” under Section 162(m)
of the Internal Revenue Code of 1986, as amended. This qualification will allow amounts awarded
under the Incentive Compensation Plan to be deductible by the Company for federal income tax
purposes, even if, when combined with other compensation, the award causes the compensation of any
of the participants to exceed $1 million.
The principal changes effected by the amendments approved by the stockholders included the
following:
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Specification of a $1 million cap or maximum amount for awards to any individual
participant for each annual performance period; |
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Clarification of the allocation of amounts available for performance awards; and |
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Amendments to help ensure that the plan fully complies with tax requirements
relating to deferred compensation. |
This summary of the amendments to such plan does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Incentive Compensation Plan which is filed
as Exhibit 10.1 to this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Description |
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10.1
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Diamond Offshore Drilling, Inc. Incentive Compensation Plan
for Executive Officers (as amended and restated effective
January 1, 2007) (incorporated by reference to Exhibit A
attached to the Company’s definitive proxy statement on
Schedule 14A filed with the Securities and Exchange
Commission on April 3, 2007) |
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