Valaris Ltd

1. 1

   Election of Six Director Nominees Named in the Proxy Statement

   ManagementBoard: FOR

   Elect six director nominees (Elizabeth D. Leykum; Anton Dibowitz; Dick Fagerstal; Joseph Goldschmid; Catherine J. Hughes; Kristian Johansen) to serve until the next annual general meeting or until their offices are vacated.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation disclosures and program. Management and the Compensation Committee present a pay-for-performance framework that emphasizes a majority of pay at risk through annual cash bonuses (VCIP) and long-term performance share units tied to absolute and relative total shareholder return (TSR), as well as operational and sustainability metrics. The Company reports strong 2025 financial results (net income $979.1m, Adjusted EBITDA $642.2m) and a high VCIP payout (112% of target) driven by adjusted EBITDA and operating free cash flow outperformance, although the committee exercised negative discretion to reduce the personal safety metric payout to zero. The long-term PSUs are 80% of equity awards and use cumulative three-year absolute and relative TSR tranches with a 0–200% payout range; the 2023 PSUs paid out at 0% due to absolute TSR underperformance. Management notes robust governance features and prior shareholder support (95% say-on-pay in 2025). The Board recommends a vote FOR, justifying that the program aligns management and shareholder interests, promotes retention, and ties pay to financial, operational and sustainability performance. Investors evaluating the proposal should consider the detailed interplay between strong 2025 operational/financial performance, historical TSR volatility and prior PSU outcomes, the Compensation Committee’s discretion on safety metrics, and the pending Business Combination with Transocean which may affect executive incentives and disclosure of change-in-control-related pay in a forthcoming joint proxy statement.

3. 3

   Approve appointment of KPMG LLP as our Independent Registered Public Accounting Firm and to authorize the Board, acting by its Audit Committee, to set KPMG LLP’s remuneration

   ManagementBoard: FOR

   Approve KPMG LLP as independent registered public accounting firm for fiscal 2026 and authorize the Audit Committee to set their remuneration.

   More detail

   This management proposal requests shareholder approval to appoint KPMG LLP as Valaris’ independent registered public accounting firm for fiscal 2026 and authorizes the Audit Committee to set its remuneration. The Audit Committee evaluated KPMG’s qualifications, performance, independence, engagement team and fees and determined that reappointment was appropriate. The proposal is routine and seeks to ensure continuity of external audit services; the Board recommends a vote FOR and notes that KPMG’s representatives will attend and be available to answer questions. The Audit Committee pre-approved the services and concluded that non-audit services performed did not impair independence. Investors should view this as a standard auditor ratification vote focused on auditor independence, fee levels, and Audit Committee oversight.

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When is the Valaris Ltd 2026 annual meeting?

Valaris Ltd (VAL) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Valaris Ltd 2026 meeting?

The record date for the Valaris Ltd 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Valaris Ltd's 2026 meeting?

The board is presenting 6 director nominees at the Valaris Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Valaris Ltd 2026 meeting?

Shareholders will vote on 3 proposals at the Valaris Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.