2014

Nabors Announces Further Changes to Corporate Governance and Compensation Practices

HAMILTON, Bermuda, April 14, 2014 /PRNewswire/ -- Nabors Industries Ltd. (NYSE: NBR) announced today additional changes to its corporate governance and compensation practices. Building upon initiatives announced during 2013, these changes reflect the Company's ongoing dialogue with its shareholders.

  • The Company has adopted a policy to separate the roles of Chairman of the Board and CEO following the tenure of the current Chairman and CEO, in accordance with shareholder requests.
  • The Company also adopted a policy limiting severance payments to 2.99 times an executive's salary and bonus, formalizing an initiative already implemented in the employment agreements of the CEO and CFO. 
  • The Company has instituted a proxy access policy allowing eligible shareholders to include director nominees with those nominated by the Board in the Company's proxy materials.  Any shareholder owning five percent of the Company's shares for at least three consecutive years following the Company's 2014 annual general meeting is eligible. The Company will review this policy in three years and consider lowering the ownership threshold in light of prevailing practices of other S&P 500 companies and discussions with shareholders.
  • The Company plans to ask shareholders to approve an advisory vote to extend its shareholder rights plan at its 2014 annual general meeting.
  • The Company implemented a policy requiring public announcement of the Board's reasoning if any director resignations tendered pursuant to its director resignation policy are not accepted.
  • The Company has clarified in its governance guidelines that the Lead Director may add agenda items for Board meetings and that the Board includes gender in its diversity considerations.

"During the last two years, we have made significant progress in updating our corporate governance. Since 2011, we have declassified the Board, restructured compensation to better align with business performance and worked closely with shareholders to address their concerns," said Chairman, President and Chief Executive Officer Anthony G. Petrello. "These changes reflect the results of our commitment to strengthening our corporate governance and compensation practices, and open the door to an even more focused commitment to the generation of long-term value for shareholders."

Petrello added, "I would like to express my appreciation to the California State Teachers' Retirement System (CalSTRS) for their support and open-minded approach throughout our governance discussions, and to Blue Harbour Group for their helpful role."

Anne Sheehan, director of corporate governance at CalSTRS, said, "These changes provide significant benefits to Nabors shareholders. After many productive conversations with Nabors – and particularly Messrs. Petrello and Yearwood – regarding proxy access and other issues, we commend the positive progress the company has made in strengthening its corporate governance principles on the issues of most interest to shareholders. In particular, only a handful of companies have implemented proxy access, and this policy is a significant step in the right direction.  We appreciate management's commitment to more transparency and accountability and look forward to seeing what the future holds for Nabors."

Clifton S. Robbins, Chief Executive Officer of Blue Harbour Group, commented, "As a lead stockholder of Nabors, we are pleased by the renewed commitment of management and the Board to good corporate governance.  Having passed this milestone, Nabors' management now can redouble their efforts to advance the company's strategic objectives, which already have begun to deliver significant value to shareholders." 

About Nabors Industries

Nabors owns and operates the world's largest land-based drilling rig fleet and has one of the largest completion services and workover and well servicing rig fleets in North America. The company is a leading provider of offshore platform workover and drilling rigs in the U.S. and multiple international markets. Nabors provides innovative drilling technology and equipment, directional drilling and comprehensive oilfield services in most of the significant oil and gas markets in the world.

Media Contact:
Denny Smith, Nabors, +1 281 775 8038

SOURCE Nabors Industries Ltd.



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