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 Report (Date of earliest event reported): July 29,
2009
ROWAN
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 1-5491 | 75-0759420 |
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
2800
Post Oak Boulevard
Suite
5450
Houston,
Texas
(Address
of principal executive offices)
|
77056
(Zip
Code)
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(713)
621-7800
(Registrant’s
telephone number, including area code)
|
Not
Applicable
|
|
(Former
name or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
February 5, 2009, Rowan Companies, Inc. (the “Company”) and Steel Partners II,
L.P. (“Steel”) entered into a letter agreement (the “Agreement”), pursuant to
which, among other things, Steel agreed not to seek to nominate any candidates
to stand for election to the Board of Directors of the Company (the “Board”) or
engage in the solicitation of proxies with respect to the election or removal of
directors or any other matter to be voted on at the Company’s 2009 Annual
Meeting of Stockholders (the “2009 Annual Meeting”). The Company
agreed to nominate a Steel designee for election to Class III of the Board at
the 2009 Annual Meeting.
At the
2009 Annual Meeting, Mr. Lawrence J. Ruisi was elected to Class III of the Board
as the Steel designee. The Agreement provides that the Company’s obligations
under the Agreement cease, and that Steel will cause the Steel designee to
resign as a director, if Steel and certain of its affiliates cease at any time
to beneficially own and have an economic interest in or representing, in the
aggregate at least 5% of the total shares of common stock of the Company then
outstanding. Steel has disclosed in its Schedule13D that its
ownership had been reduced to 3.8% or 4,321,611 shares of Company stock as of
July 15, 2009.
On July
29, 2009, Mr. Ruisi offered his resignation from the Board of Directors of the
Company in accordance with the terms of the Agreement. The Board of Directors
accepted Mr. Ruisi’s resignation. In appreciation of Mr. Ruisi’s
service on the Board of Directors, the Compensation Committee determined to
accelerate the vesting of 4,000 restricted stock units received by Mr. Ruisi on
May 5, 2009 to the date of his resignation. Such restricted stock
units will be paid to Mr. Ruisi in equivalent shares of Company stock as soon as
practicable.
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.
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ROWAN
COMPANIES, INC.
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||
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By:
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/s/
W. H.
Wells
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Name:
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W.
H. Wells
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Title:
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Vice
President, Finance and Chief Financial Officer
(Principal
Financial Officer)
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Date: July
31, 2009
2