NABORS INDUSTRIES LTD (NBR)
Sector: Energy
2026 Annual Meeting Analysis
NABORS INDUSTRIES LTD · Meeting: June 2, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold that triggers an against vote for directors whose tenure overlaps the underperformance period; the five-year record is equally weak, so the mitigant does not apply.
Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold; Mr. Chase has served since 2019 and his full tenure overlaps the underperformance period, and the five-year check does not provide a mitigant.
Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold; Mr. Crane has served since 2012 and his full tenure overlaps the underperformance period, and the five-year check does not provide a mitigant.
Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold; Mr. Kotts has served since 2013 and his full tenure overlaps the underperformance period, and the five-year check does not provide a mitigant.
Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold; Mr. Linn has served since 2012 and his full tenure overlaps the underperformance period, and the five-year check does not provide a mitigant.
As an executive director, Mr. Petrello is subject to the same stock performance test as all other directors; Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold, and the five-year record provides no relief, making an against vote warranted independent of the Say on Pay analysis.
Nabors' stock has lost about 25% over the past three years while the company's own peer group gained nearly 34% on average, a gap of roughly 59 percentage points that far exceeds the 20-point threshold; Mr. Yearwood has served since 2010 and his full tenure overlaps the underperformance period, and the five-year check does not provide a mitigant.
For Analysis
Mr. Tudor joined the board in July 2025, which is less than 24 months before the meeting date, so he is exempt from the stock performance trigger under the policy's new-director exemption; no other flags apply.
Seven of the eight director nominees receive an against vote because Nabors' three-year stock return of roughly -25% dramatically trails its own disclosed compensation peer group median of +34%, a gap of about 59 percentage points that far exceeds the 20-point policy threshold for companies with negative absolute returns; the five-year record (NBR +4.7% vs. peer median +130%) is even worse and provides no mitigant. Only David Tudor, who joined the board in July 2025 and is within the 24-month new-director exemption window, receives a for vote.
Say on Pay
✗ AGAINSTCEO
Anthony G. Petrello
Total Comp
$29,636,103
Prior Support
61.55%%
Shareholders gave the compensation program only about 62% support at the 2025 annual meeting, below the 70% threshold that requires visible structural improvement before the policy can support a for vote; while the company has engaged shareholders and made some incremental changes (eliminating the CFO's single-trigger change-in-control provision and updating the peer group), the fundamental structure of the CEO's pay program — including above-benchmark total compensation of nearly $30 million — remains substantially unchanged. Additionally, the pay-for-performance alignment check fails: Nabors' stock has lost roughly 25% over three years while peer companies gained an average of 34%, yet the CEO received above-benchmark incentive compensation, meaning shareholders experienced significant losses while executive pay remained at elevated levels. These combined factors — a sub-70% prior vote without adequate remediation and a clear disconnect between above-benchmark variable pay and shareholder outcomes — warrant an against vote.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
39 yrs
Audit Fees
$6,112,164
Non-Audit Fees
$431,178
PricewaterhouseCoopers or its predecessor has audited Nabors since May 1987, a relationship of approximately 39 years that well exceeds the 25-year tenure threshold in the voting policy; the proxy does not provide a specific and compelling rationale for retaining the same firm for nearly four decades, such as a concrete multi-year rotation plan or exceptional audit quality metrics, so an against vote is warranted on tenure grounds alone. Note that the non-audit fee ratio (tax fees of $189,046 plus all other fees of $242,132 totaling $431,178 divided by audit fees of $6,112,164 equals approximately 7%) is well within the 50% threshold and raises no independence concern on its own.
Overall Assessment
The 2026 Nabors annual meeting ballot presents significant governance concerns: seven of eight director nominees receive against votes due to severe and sustained stock underperformance versus the company's own peers, PricewaterhouseCoopers is flagged for a nearly 40-year auditor tenure with no compelling rotation plan disclosed, and the Say on Pay vote receives an against recommendation because the prior year's sub-70% shareholder support has not been met with sufficient structural changes to the CEO's above-benchmark compensation program. Only newly appointed director David Tudor receives a for vote, as he falls within the 24-month new-director exemption period.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing