Seadrill (SDRL) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for May 14, 2025, to vote on key proposals including board composition, director elections, auditor appointment, director remuneration, executive compensation, and frequency of say-on-pay votes.

• 2024 marked by strategic focus on streamlining operations, divesting non-core assets, integrating high-specification drillships, and relocating headquarters to Houston, Texas.

• Achieved $446 million net income and $378 million Adjusted EBITDA, with $400 million from asset divestitures and $527 million in share repurchases, reducing share count by 22%.

• Maintained strong safety and operational performance, with technical uptime of 97.13% and emissions reporting at a “B” CDP score.

Voting matters and shareholder proposals

• Proposals include setting board size at up to nine directors, re-electing all current directors, appointing PwC US as auditor, approving director remuneration, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholders can vote online, by mail, or by phone, with detailed instructions provided.

Board of directors and corporate governance

• Board consists of nine independent directors with diverse backgrounds in energy, finance, and management.

• Three standing committees: Audit and Risk, Joint Nomination and Remuneration, and Operational Excellence & Sustainability.

• Board and committee evaluations conducted annually; all directors attended at least 80% of meetings.

• Corporate Governance Guidelines emphasize independence, diversity, and best practices.