Proxy Supp
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 (Amendment No. )
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Filed
by the Registrant þ |
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Filed
by a Party other than the Registrant o |
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Check
the appropriate box: |
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o Preliminary Proxy
Statement |
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy
Statement |
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Definitive Additional Materials |
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o Soliciting Material Pursuant to
§240.14a-12 |
Rowan
Companies, Inc.
(Name of
Registrant as Specified In Its Charter)
Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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þ No fee required. |
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o Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11. |
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1) Title
of each class of securities to which transaction
applies: |
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2) Aggregate
number of securities to which transaction
applies: |
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined): |
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4) Proposed maximum aggregate value of
transaction: |
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o Fee paid previously with
preliminary materials. |
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o Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
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No.: |
Rowan
Companies, Inc.
News
Release 2800
Post Oak Boulevard, Suite 5450
Houston, Texas 77056 (713)
621-7800
FOR
IMMEDIATE RELEASE April 6,
2005
ROWAN
DIRECTORS, LONG-TERM INCENTIVE PLAN WIN APPROVAL FROM LEADING STOCKHOLDER
ADVISORS
HOUSTON,
TEXAS -- Institutional Shareholder Services (ISS), the leading advisory panel
for large institutional investors, and Glass Lewis, advisor to some of the
largest mutual funds, public pension funds and money managers, have both issued
reports in favor of the director nominees and the adoption of the 2005 Long-Term
Incentive Plan that the Rowan Companies, Inc. (RDC-NYSE) Board of Directors has
asked stockholders to support at the April 22 Annual Meeting of
Stockholders.
“The
Board rigorously sought to design a Long-Term Incentive Plan to reward
performance and encourage a culture of long-term stock ownership at Rowan,” said
Danny McNease, Chairman and Chief Executive Officer, Rowan Companies, Inc. “The
analysis and recommendations by ISS and Glass Lewis further validates our belief
that this approach will better align the interests of our management, directors
and employees with the interests of our stockholders.”
The
proposed 2005 Long-Term Incentive Plan was reviewed by members of the Board’s
compensation committee, with the assistance of a respected and independent
compensation consultant, Hewitt and Associates.
Further
details regarding the proposed Long-Term Incentive Plan may be found in the
Company’s March 17 proxy statement located on the Rowan website under the SEC
filings link at www.rowancompanies.com.
Rowan
Companies, Inc. is a major provider of international and domestic contract
drilling services. The Company also operates a mini-steel mill, a manufacturing
facility that produces heavy equipment for the mining and timber industries, and
a drilling products division that has designed or built about one-third of all
mobile offshore jack-up drilling rigs, including all 24 operated by the Company.
The Company’s stock is traded on the New York Stock Exchange and the Pacific
Exchange - Stock & Options. Common Stock trading symbol: RDC. For additional
information, contact William C. Provine, Vice-President - Investor Relations, at
713-960-7575 or visit Rowan’s website at www.rowancompanies.com.
This
report contains forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation,
statements as to the expectations, beliefs and future expected financial
performance of the Company that are based on current expectations and are
subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected by the Company. Among the
factors that could cause actual results to differ materially include oil and
natural gas prices, the level of offshore expenditures by energy companies,
energy demand, the general economy, including inflation, weather conditions in
the Company’s principal operating areas and environmental and other laws and
regulations. Other relevant factors have been disclosed in the Company’s filings
with the U. S. Securities and Exchange Commission.
Rowan
Companies, Inc.
2800
Post Oak Boulevard, Suite 5450
Houston,
Texas 77056-6127
April 6,
2005
Dear
Fellow Stockholder:
Your vote
at the April 22nd Annual Meeting of Stockholders of Rowan Companies, Inc. is
especially important this year. Your Board of Directors is asking you to elect
three directors and to support
the adoption of the 2005 Rowan Companies Long-Term Incentive Plan
(LTIP), which
will replace current stock option plans, more directly impact company
performance and therefore benefit you - our stockholders.
Your
board is pleased to report that
Institutional Shareholders Services (ISS), the
leading advisory panel for large institutional investors, recently conducted its
own analysis of the proposed LTIP and has recommended that stockholders vote
FOR this
plan. Glass
Lewis, advisor
to some of the largest mutual funds, public pension funds and money managers,
has also recommended that stockholders vote FOR this
plan.
Aligning
Goals With Stockholders
Your
Board rigorously sought to design a long-term incentive plan that will reward
performance and encourage a culture of long-term stock ownership at Rowan.
Our
goal is to better align the interests of management, directors and employees
with the interests of our stockholders.
The LTIP
increases the flexibility of your Board’s Compensation Committee to grant
several different types of equity compensation such as performance awards and
restricted stock, in addition to stock options. These awards will be tailored to
corporate performance goals over time and also be utilized for retention of key
personnel.
Your
Vote is Needed
The
proposed 2005 Long-Term Incentive Plan was approved overwhelmingly by your Board
of Directors. The Board is very confident in the soundness of our recommendation
to you in
favor of the plan.
The three
outside directors who make up the Board’s Compensation Committee reviewed the
LTIP with the assistance of a respected and independent compensation consultant,
Hewitt Associates, LLC. The plan was structured to meet the best practices
standards for this type of program: to provide added performance incentives to
our employees; to persuade employees and directors to acquire or increase equity
interests in the company, thereby increasing incentives to work toward the
continued long-term growth and success of the company; and to benefit our
stockholders.
Details
of the plan have been mailed to you in the Rowan proxy statement dated March
17, and may
also be viewed through the Rowan web site under SEC filings:
www.rowancompanies.com/
Your
vote is important.
The plan will be approved if the votes cast in favor exceed the votes cast
opposing the plan, provided that, under the rules of the NYSE, the total vote
cast on the proposal represents over 50 percent of the common stock.
Therefore, abstentions and broker non-votes are not counted in determining
whether the 50 percent test has been met.
Your
Board approves and urges you to vote FOR
the election of directors and FOR
the Rowan 2005 Long-Term Incentive Plan.
Regardless of the number of shares you own, it is important that they are
represented and voted at the annual meeting. Since time is short, we urge you to
sign, date, and mail the enclosed duplicate proxy today.
Your
interest and participation in the affairs of the company are sincerely
appreciated. Please call D.F. King & Co., Inc. if you have any questions at
1-800-487-4870. If you have recently mailed your proxy, please accept our thanks
and disregard this request.
Thank you
for your continued support.
Yours very
truly,
Rowan Companies,
Inc.
/s/ D. F.
McNease
D.F.
McNease
Chairman and
CEO