Seadrill (SDRL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to vote on key proposals impacting future governance and compensation.

• 2025 saw strong operational and safety performance, with a record TRIR of 0.17 and a net loss of $77 million, but Adjusted EBITDA reached $353 million.

• The company maintained a robust balance sheet with $339 million in cash and a net leverage ratio of 0.8x at year-end 2025.

• Backlog grew to $2.5 billion, with average dayrates up 11% over 2024, and significant contract extensions in key regions.

• Forward-looking statements highlight expectations for earnings and free cash flow expansion in the second half of 2026 and into 2027.

Voting matters and shareholder proposals

• Proposals include setting the board at up to nine directors, re-electing all current directors, appointing PwC US as auditor, ratifying director remuneration, advisory approval of executive compensation, and amending the management incentive plan.

• Shareholders will also consider any other business properly brought before the meeting.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• All nine director nominees are independent and bring diverse expertise in energy, finance, and management.

• The board is supported by three committees: Audit and Risk, Joint Nomination and Remuneration, and Operational Excellence & Sustainability.

• The board met 27 times in 2025, with high attendance and regular executive sessions.

• Corporate governance guidelines emphasize director independence, succession planning, and shareholder engagement.