f8kfeb102012.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549
____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


DATE OF EARLIEST EVENT REPORTED: February 9, 2012


ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)

TEXAS
(State or other jurisdiction of incorporation or organization)

COMMISSION FILE NUMBER 1-13167

Internal Revenue Service – Employer Identification No. 74-1611874

15835 Park Ten Place Drive
Houston, Texas, 77084
(Address of Principal Executive Offices)

(281) 749-7800
(Registrant’s Telephone Number,
Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
 
ITEM 5.07                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
Our 2012 Annual Meeting of Shareholders was held on February 9, 2012, at which the shareholders voted on the following matters:
 
·  
Election of seven director nominees;

·  
Approval, by shareholder non-binding advisory vote, of the compensation of the company’s named executive officers; and

·  
Ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent auditors for fiscal year 2012.
   
No other matters were presented for a vote at the annual meeting.  As of the record date, December 20, 2011, there were 65,151,611 shares of common stock outstanding and entitled to vote at the meeting.  The holders of a total of 61,478,278 shares of common stock were present in person or by proxy at the annual meeting.  A quorum being present, the voting results for the matters above are as follows:

1.            Election of Directors.
       
Name
For
Withheld
Broker
Non-Votes
       
Deborah A. Beck
35,986,094
21,748,439
3,743,745
George S. Dotson
35,983,836
21,750,697
3,743,745
Jack E. Golden
35,986,603
21,747,930
3,743,745
Hans Helmerich
55,088,586
  2,645,947
3,743,745
James R. Montague
35,986,350
21,748,183
3,743,745
Robert J. Saltiel
56,155,461
  1,579,072
3,743,745
Phil D. Wedemeyer
50,036,400
  7,698,133
3,743,745
 
 Each of the nominees was elected for a one year term.
 
  
2.
Approval of the Compensation of the Company’s Named Executive Officers.
 
FOR
AGAINST
 ABSTAIN
BROKER
NON-VOTES
       
56,941,457
747,114
 45,962
    3,743,745


On an advisory basis, the company’s executive compensation as set forth in the proxy statement was approved.

 
3.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for Fiscal Year 2012.
 
FOR
AGAINST
ABSTAIN
     
33,980,901
27,476,426
20,951
 
 
            The appointment of PricewaterhouseCoopers LLP was ratified. 

 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
ATWOOD OCEANICS, INC
   
(Registrant)
     
     
     
   
/s/ Walter A. Baker
Walter A. Baker
Vice President, General Counsel and Corporate Secretary
     
   
DATE: February 9, 2012