Valaris (VAL) Proxy filing summary

Executive summary

• Achieved net income of $979.1 million and Adjusted EBITDA of $642.2 million in 2025, with strong operational performance and a 96% revenue efficiency rate for the fifth consecutive year.

• Secured $2.6 billion in contract backlog in 2025 and an additional $900 million in early 2026, positioning all active drillships to be working by 2027.

• Announced an all-stock business combination with Transocean in February 2026, subject to shareholder and regulatory approval, expected to deliver synergies and expanded capabilities.

• Returned capital to shareholders through $100 million in share repurchases and asset sales totaling over $130 million.

• Published a comprehensive 2025 Sustainability Report, highlighting emissions intensity reductions and participation in carbon capture projects.

Voting matters and shareholder proposals

• Shareholders will vote on the election of six director nominees, an advisory vote on executive compensation, and the appointment of KPMG LLP as independent auditor.

• Each director nominee is considered separately, with majority voting required for election.

• Shareholders may also be asked to consider other business as may properly come before the meeting.

Board of directors and corporate governance

• Board consists of six directors, 83% of whom are independent, with a diverse mix of skills in strategic planning, risk management, finance, and sustainability.

• Board committees include Audit, Compensation, Nominating and Governance, and Safety and Sustainability, all chaired by independent directors.

• Annual board and committee evaluations are conducted, with ongoing director education and orientation.

• Corporate Governance Policy emphasizes independent leadership, regular executive sessions, and robust share ownership guidelines.