Transocean (RIG) Proxy filing summary

Executive summary

• Achieved record safety and operational performance in 2025, with zero operational integrity events, zero lost-time incidents, and a TRIR of 0.19, alongside 97.7% fleet uptime and industry-leading daily revenue per rig.

• Reduced debt by $1.3 billion, cut annual interest expense by $90 million, and streamlined operations for $250 million in cost savings through 2026.

• Announced a transformative all-stock acquisition of Valaris, expected to close in the second half of 2026, with anticipated $200 million in cost synergies and a combined pro forma backlog of nearly $11 billion.

• Entered 2026 with over 90% fleet commitment and $6.1 billion in backlog, positioning for a sustained upcycle in offshore drilling.

Voting matters and shareholder proposals

• Shareholders will vote on approval of the 2025 Annual Report, discharge of directors and management from liability, appropriation of accumulated losses, authorization of shares for issuance, election of 11 directors, election of the Chair, Compensation Committee members, reelection of the independent proxy, ratification of Ernst & Young as auditor, advisory vote on executive compensation, and prospective votes on maximum compensation for directors and executives.

• Board recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• Board comprises 11 nominees with diverse backgrounds, including significant industry, financial, and governance expertise; 9 of 11 are independent.

• Board leadership is separated between the CEO and Executive Chair, with a Lead Independent Director providing additional oversight.

• Committees include Audit, Compensation, Finance, and Governance, Safety & Environment, all composed of independent directors.

• Annual performance evaluations, director shareholding requirements, and no poison pill or dual-class stock.