NABORS INDUSTRIES IGNORES

A majority of votes cast by shareholders of Nabors Industries Ltd. NBR +0.93% rejected all three members of the board's compensation committee, but the drilling company chose to disregard the rebuke.

Nabors said Thursday when it disclosed the vote that the company has made strides to overhaul executive pay and improve governance. The board, in a unanimous vote, refused to fire the three directors, who offered their resignations as required by a company bylaw. Those directors weren't involved in the decision.

Instead, the Bermuda-based firm praised the directors, while opting to move two of them off the compensation committee.

The company's board defended its decision to retain the directors, saying "the shareholder vote reflects concerns that relate primarily to the CEO's prior years' compensation."

Nabors last year awarded Chief Executive Anthony Petrello a one-time payment of $45 million in exchange for replacing his employment contract, which it said should lead to lower pay.

Nabors didn't respond to requests for comment.

This wasn't the first time the board has rejected a shareholder vote. The two directors who will be reassigned from the compensation committee, John Lombardi and John Yearwood, each received 46.4% of votes cast this year and received less than a majority of support last year. The third member of the compensation committee, Michael Linn, received 49.6% support this year.

As in 2013, the company this year said that a proposal to give some big shareholders the right to nominate multiple directors narrowly failed.

Nabors, which drills oil and natural-gas wells for clients, is streamlining its operations and cutting costs, helping boost its shares 57% this year, giving it a stock-market value of about $8 billion.

The company, long dogged by pay controversies, has moved to address shareholder concerns. It adopted a policy, known as proxy access, which allows investors owning more than 5% of its shares to nominate a single candidate to the board.

Still, shareholder-advisory firms objected to Mr. Petrello's overall compensation package for 2013, valued at $68.2 million, which included the $45 million payment. Institutional Shareholder Services recommended shareholders vote against six board members up for election, while Glass, Lewis & Co. called for voting against the three members of the compensation committee.

On Wednesday, before disclosing the voting results, Nabors expanded its board to eight members and appointed a new director recommended by its largest shareholder, London-based Pamplona Capital Management LLP. The new director, Dag Skattum, is managing director of an investment firm focused in Africa.

Some stakeholders said Nabors must do more. "Shareowners weren't fooled by the proxy access bait-and-switch of an unaccountable board comprised of a growing number of zombie directors," said Scott Stringer, New York City's comptroller.

Mr. Stringer, who manages pension funds invested in Nabors, had proposed that investors with stakes of 3% or more be allowed to nominate a quarter of the board. The proposal received 48.3% of support by the company's calculations, not enough to pass.

Nabors's method of counting votes also has been controversial. For Mr. Stringer's proposal, the company counted shares whose votes weren't exercised. Had it only counted votes cast, the proposal would have won a majority of support for a third straight year.

The California Public Employees' Retirement System proposed this year that the company only count votes cast, along with abstentions, to determine support. That proposal, which isn't binding, received 57.7% support even after taking into account shares that weren't voted.

Nabors had opposed the proposal, saying it "requests an unnecessary change that provides little benefit to shareholders."

wsj.com