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TESCO CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 12, 2014



Item 1.01 Entry into a Material Definitive Agreement.

First Amendment to the Second Amended and Restated Credit Agreement

On May 6, 2014, Tesco Corporation (the "Company") and Tesco US Holding LP, an indirect wholly-owned subsidiary of the Company (collectively, the "Borrowers"), executed an amendment (the "First Amendment") to the Second Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement is more fully described by the Form 8-K filed on May 1, 2012.

The First Amendment provides that the limit on Restricted Payments permitted by the Second Amended and Restated Credit Agreement is raised to $150,000,000 from $50,000,000. The First Amendment was negotiated in conjunction with the announced decision by the Company's Board of Directors to implement a quarterly dividend program. For more information on the quarterly dividend program, please refer to the press release attached as Exhibit 99.1 to the Form 8-K filed on May 6, 2014.

The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual General and Special Meeting of Shareholders (the "Meeting") on May 9, 2014 in accordance with the Notice of Meeting. Set forth below are the matters acted upon by the Company's shareholders (the "Shareholders") at the Meeting and the final voting results of each proposal.

Proposal One Election of Directors

The Shareholders voted to elect eight (8) Director Nominees to hold office until the next annual general meeting or until their successors have been qualified and duly elected or appointed. The voting results were as follows:

Number of Shares Percentage of Votes Cast Broker Non



Director Nominee For Withheld Votes For Against Withheld John P. Dielwart 30,856,000 161,209 3,938,014 99.48 % - % 0.52 % Frederik J. Dyment 29,544,762 1,472,447 3,938,014 95.25 % - % 4.75 % Gary L. Kott 30,705,350 311,859 3,938,014 98.99 % - % 1.01 % R. Vance Milligan 30,865,768 151,441 3,938,014 99.51 % - % 0.49 % Julio M. Quintana 30,714,480 302,729 3,938,014 99.02 % - % 0.98 % John T. Reynolds 30,866,546 150,663 3,938,014 99.51 % - % 0.49 % Elijio V. Serrano 30,843,095 174,114 3,938,014 99.44 % - % 0.56 % Michael W. Sutherlin 30,716,827 300,382 3,938,014 99.03 % - % 0.97 %

Proposal Two Appointment of Auditors

The Shareholders voted to appoint Ernst & Young LLP as the Company's independent registered public accounting firm to hold office until the close of the next annual general meeting. The voting results were as follows:

Number of Shares Percentage of Votes Cast For Against Abstain Broker Non Votes For Against Abstain 34,526,057 391,863 37,303 - 98.77 % 1.12 % 0.11 %



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Proposal Three Approval of 2013 Named Executive Officer Compensation

The overall compensation of the Company's named executive officers was approved by the Shareholders on an advisory basis. The voting results were as follows:

Number of Shares Percentage of Votes Cast For Against Abstain Broker Non Votes For Against Abstain 30,166,905 747,195 103,108 3,938,015 97.26 % 2.41 % 0.33 % Proposal Four Confirmation of the Board's Amendments of Amended and Restated By-Laws



The Shareholders approved the Board's amendments of the Amended and Restated By-Laws. The proposal was divided into three sub-proposals. The voting results were as follows:

4(a) "Notice and Access"

Number of Shares Percentage of Votes Cast For Against Abstain Broker Non Votes For Against Abstain 30,861,809 125,852 29,547 3,938,015 99.50 % 0.41 % 0.10 %



4(b) "Advance Notice"

Number of Shares Percentage of Votes Cast



For Against Abstain Broker Non Votes For Against Abstain 25,694,550 5,299,617 23,041 3,938,015 82.84 % 17.09 % 0.07 %

4(c) Other Updates and Changes

Number of Shares Percentage of Votes Cast For Against Abstain Broker Non Votes For Against Abstain 30,848,828 121,890 46,490 3,938,015 99.46 % 0.39 % 0.15 % Item 8.01 Other Events.



On May 7, 2014, Tesco Corporation (US), a subsidiary of the Company, signed a definitive agreement with Tech Field Services L.L.C. ("TFS") to acquire substantially all of the assets of TFS. The Company issued a press release on that date which is provided as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 10.1 First Amendment to Second Amended and Restated Credit Agreement dated May 6, 2014. Exhibit 99.1 Tesco Corporation Press Release dated May 7, 2014.



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Source: Edgar Glimpses


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