DEF: Nabors Industries Seeks Shareholder Approval for Director Elections, Auditor Appointment, Executive Pay, and Stock Plan Amendment

Nabors Industries is holding its 2025 annual meeting to vote on key proposals including the election of directors, appointment of auditors, executive compensation, and an amendment to the company's stock plan.

Summary

• Nabors Industries is holding its 2025 Annual Meeting of Shareholders on June 3, 2025, to vote on several key proposals.
• The proposals include the election of seven directors for a one-year term, the approval and appointment of PricewaterhouseCoopers LLP as the company's independent auditor for the year ending December 31, 2025, and an advisory vote on the compensation paid to its named executive officers.
• Shareholders will also vote on the approval of Amendment No. 4 to the company's Amended and Restated 2016 Stock Plan, which seeks to increase the number of shares available for grant under the plan by an additional 470,000 shares.
• The company's annual audited financial statements for the year ended December 31, 2024, will be presented at the Annual Meeting.
• The Board of Directors recommends voting FOR all proposals.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While there are positive developments in the international and drilling solutions segments, the overall adjusted EBITDA declined, and the U.S. market faces challenges. The company is taking steps to address shareholder concerns and align executive compensation with performance.

Positives

• The International segment saw a 12% increase in adjusted EBITDA in 2024.
• Nabors Drilling Solutions business adjusted EBITDA grew by more than 2% in 2024.
• The acquisition of Parker Wellbore is expected to deliver $40 million in synergies by the end of 2025.
• Daily rig margin in the U.S. Lower 48 market exceeded $15,400 in 2024.
• Rig Technologies segment adjusted EBITDA grew approximately 7.5%.

Negatives

• Adjusted EBITDA declined by approximately 4% versus the prior year.
• The U.S. market was impacted by mergers among the Lower 48 operator client base, activity declines in natural gas basins, and gains in drilling efficiencies.

Risks

• The U.S. market faces challenges due to mergers among the Lower 48 operator client base, activity declines in natural gas basins, and gains in drilling efficiencies.
• The oil and gas drilling industry is known for its extreme volatility and is subject to market factors, geopolitical tensions, price trends, industry dynamics, and gas price volatility.

Future Outlook

As we look ahead to 2025, we remain committed to our primary goals to reduce debt, generate value across our stakeholder base, drive the development and deployment of advanced technology, and improve both Nabors and the broader industrys environmental profile.

Management Comments

• We continued to make progress on several facets of our long-term strategy in 2024, even in the face of challenging market conditions.
• Our overall results demonstrate the value of our diversified business portfolio.
• Our structure enables us both to withstand less supportive market conditions and to capitalize when markets are favorable.

Industry Context

The document highlights the challenges in the U.S. land drilling market due to mergers, activity declines in natural gas basins, and drilling efficiencies, while also noting the increasing demand for advanced drilling capabilities in international markets.

Comparison to Industry Standards

• The document compares Nabors' CEO compensation to a peer group including Baker Hughes, Halliburton, and SLB, noting that Nabors' CEO has the lowest percentage of non-performance-based compensation.
• Nabors is unique among its peers in not awarding any CEO or CFO compensation in the form of time-vested equity awards; 100% of Nabors' LTI compensation is performance-based, vs. a median of only 66% being performance-based for its peer group.

Related Party Transactions

• Mr. Crane, an independent Director of our Board, controls Crane Capital Group Inc. (CCG), an investment management company that indirectly owns a majority interest in or otherwise controls several operating companies, some of which have provided services to the Company in the ordinary course of business, including transportation and international logistics; in 2024, the value of the Companys transactions with these CCG companies was $7.9 million excluding pass through charges, which the ESG Committee determined is immaterial to both the Crane companies and the Company.

Stakeholder Impact

• The company's performance and strategic decisions impact shareholders, employees, customers, and the broader industry.
• The company is committed to improving its environmental profile, which benefits the environment and surrounding communities.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to engage with shareholders on compensation and ESG matters.
• The company will continue to focus on reducing debt, generating value, developing advanced technology, and improving its environmental profile.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, auditor, stock plan, Nabors Industries, SANAD, Parker Wellbore, Drilling Solutions, adjusted EBITDA, ESG