val-20240417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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o Preliminary Proxy Statement

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þ Definitive Proxy Statement

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o Soliciting Material under §240. 14a-12

Valaris Limited

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Dear Fellow Shareholders,

The Valaris story begins 100 years ago when two brothers purchased a single steam-powered drilling rig and began contract drilling operations. Today, the Rowan brothers’ bold first step has grown into the largest offshore drilling fleet in the world. The unifying thread between these modest beginnings and Valaris’ position as an industry-leading drilling contractor is the unwavering dedication of our employees and a commitment to delivering the highest levels of service to our customers. During 2023, we continued to focus our efforts on investing in our people and fleet while innovating and continuously improving to drive our operational performance, increased earnings and long-term shareholder value.

Positioning Valaris for a multi-year upcycle

Commodity prices remain supportive for continued investment in offshore projects and growing global demand for hydrocarbons means that these resources will be needed to meet the world’s energy needs. We are seeing a growing pipeline of customer demand, with increased term and longer lead times, which is a positive sign for the strength and duration of the current upcycle.

As a result, we continued to position Valaris to capitalize on these strong market conditions by reactivating drillships VALARIS DS-8 and DS-17 for attractive contracts offshore Brazil and purchasing drillships VALARIS DS-13 and DS-14 at compelling prices, providing additional operating leverage to the upcycle.

The successful reactivation of VALARIS DS-8 marked our fifth drillship reactivation completed since early 2022 and our second in 2023. We continue to make good progress on reactivating VALARIS DS-7, and look forward to adding another drillship to the active fleet later this year for a multi-year contract offshore West Africa.

Our industry-leading ability to execute these complex projects has been an important part of our growth story and will be a key driver of the meaningful improvement expected in our financial results during 2024.

Investing in our people

Delivering safe and efficient operations to customers is key to our success and our people are critical to achieving this objective.

With the continued increase in drilling activity, we expanded our rig crews, hiring approximately 1,200 offshore employees in 2023. We also conducted approximately 530,000 hours of training, an increase of 150% compared to the prior year. Our orientation program for new hires includes the Valaris Basic Training Program - a unique, immersive program that utilizes a dedicated rig in the U.S. Gulf of Mexico to provide training for our new crew members to prepare them to work safely offshore. The Valaris Basic Training Program was recognized by the Center for Offshore Safety with its 2023 Safety Leadership Award - an honor that serves as a positive endorsement of the value this program creates for the company and its shareholders.

For our onshore employees, we launched the Onshore Leadership Engagement program, which is focused on developing leadership skills for our shore-based colleagues, and more than 150 of our senior leaders completed this training during 2023. We will continue to invest in our people as we expand our operations to meet increasing customer demand.

Delivering earnings and cash flow growth

We achieved significant commercial success in 2023, adding nearly $3 billion in new contract backlog at meaningfully improved day rates. As of February 2024, we had total contract backlog of nearly $4 billion, an industry-leading 59% increase as compared to a year prior.

This contracting success is anticipated to lead to a notable improvement in our 2024 forecasted financial results, and we expect further improvement in 2025 with more rigs expected to reprice from lower legacy day rate contracts to higher market rates as well as the benefit of a full-year of operations for VALARIS DS-7 following its reactivation.


valaris.com			2024 Proxy Statement			1

Letter to Our Shareholders

Committed to returning capital to shareholders

We demonstrated our commitment to returning capital to shareholders by repurchasing $200 million of shares during 2023. In February 2024, the Valaris Board of Directors increased our share repurchase authorization from $300 million to $600 million, providing increased flexibility to opportunistically return additional capital to shareholders.

We would like to thank the entire Valaris team not only for their hard work and commitment to living

our values, but also for their many accomplishments in 2023. Looking forward, we remain confident in the strength and duration of this upcycle and the outlook for Valaris is positive. We expect to deliver significant earnings and cash flow growth over the next few years, and we intend to return all future free cash flow to shareholders unless there is a better or more value accretive use for it.

On behalf of our entire global workforce and the Board of Directors, thank you for your support.

Sincerely,


Elizabeth D. Leykum Chair of the Board						Anton Dibowitz Director, President and Chief Executive Officer


2			Valaris Limited			valaris.com

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Date and Time

June 12, 2024

8:00 a.m. Bermuda time

6:00 a.m. Houston time

Location

Verdmont Room

Rosewood Bermuda

60 Tucker's Point Drive

Hamilton Parish

HS 02, Bermuda

Who Can Vote

Shareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") as of April 15, 2024 are entitled to vote.

Resolution 1

Election of Eight Director Nominees Named in the Proxy Statement

Resolution 2

Advisory Vote to Approve Named Executive Officer Compensation

Resolution 3

Approve appointment of KPMG LLP as our Independent Registered Public Accounting Firm and to authorize the Board, acting by its Audit Committee, to set KPMG LLP’s remuneration

“FOR”

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SEC Form DEF 14A filed by Valaris Limited