UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14 (a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the registrant  x☒                             Filed by a party other than the registrant  ¨☐

Check the appropriate box:

DIAMOND OFFSHORE DRILLING, INC.

15415 Katy Freeway

Houston, Texas 77094

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 19, 201516, 2017

To our Stockholders:

The 20152017 annual meeting of stockholders of Diamond Offshore Drilling, Inc. will be held at the offices of Loews Corporation, 667 Madison Avenue, New York, New York 10065 on Tuesday, May 19, 201516, 2017, at 8:30 a.m. local time for the following purposes:

Our stockholders of record at the close of business on March 27, 201524, 2017 are entitled to notice of, and to vote at, the annual meeting and any adjournments of the annual meeting. Stockholders who execute proxies solicited by our Board of Directors retain the right to revoke them at any time.time prior to the vote at the meeting. Unless you revoke your proxy, your shares of common stock represented by your proxy will be voted at the annual meeting in accordance with the directions given in your proxy. If you do not specify a choice on your proxy, the proxy will be voted forFOR the nominees for director named in the attached proxy statement, forFOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors and forauditor, FOR the resolution approving executive compensation. The list of our stockholders may be examined at ourcompensation, to hold an advisory vote on executive offices at 15415 Katy Freeway, Suite 100, Houston, Texas 77094.

compensation EVERY YEAR and AGAINST the stockholder proposal. Additional information regarding the annual meeting is included in the attached proxy statement.

YOUR VOTE IS IMPORTANT. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE INCLUDED PROXY CARD INCLUDED THEREWITH.CARD. THE PROXY IS REVOCABLE AND WILL NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND PREFER TO VOTE YOUR SHARES IN PERSON.

By Order of the Board of Directors

Sincerely,

David L. Roland

Senior Vice President, General Counsel and Secretary

April 2, 2015March 28, 2017

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 19, 2015.16, 2017.

TheOur proxy statement, proxy card and our 20142016 annual report to stockholders are available at:

www.diamondoffshore.com/proxy

DIAMOND OFFSHORE DRILLING, INC.

15415 KATY FREEWAY

HOUSTON, TEXAS 77094

PROXY STATEMENT

For the 20152017 Annual Meeting of Stockholders

to be held on May 19, 201516, 2017

ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

The Board of Directors or the Board, of Diamond Offshore Drilling, Inc., a Delaware corporation, which (which we refer to in this Proxy Statementproxy statement as “we,” “us,” “ourwe, our, us, our company” “the Company” or “Diamond Offshore,”the company) is providing you these proxy materials in connection with the Board’s solicitation of proxies from our stockholders for our 20152017 annual meeting of our stockholders or(which we refer to as the Annual Meeting,Meeting) and any adjournments and postponements of the Annual Meeting. The Annual Meeting will be held at the offices of Loews Corporation, 667 Madison Avenue, New York, New York 10065 on Tuesday, May 19, 201516, 2017 at 8:30 a.m. local time. WeOn or before April 6, 2017, we expect to begin mailing to our stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials which(which we refer to as a Notice,Notice), containing instructions describingon how to access our proxy materials, including this Proxy Statementproxy statement and our Annual Report, by the Internet or by telephone and how to vote shares, on or about April 6, 2015.your shares. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request it. Whether or not you plan to attend the Annual Meeting, you may submit a proxy to vote your shares by the Internet, telephone or mail as more fully described below.

What is the purpose of the Annual Meeting?

At the Annual Meeting, you and our other stockholders entitled to vote at the Annual Meeting are requested to act uponvote on proposals to elect eleven11 members of our Board of Directors to serve until our 20162018 annual meeting of stockholders, to ratify the appointment of Deloitte & Touche LLP as our independent auditorsauditor for fiscal year 2015 and2017, to approve executive compensation by advisory vote.vote, to recommend the frequency of future advisory votes on executive compensation by advisory vote and to vote on a stockholder proposal, if properly presented.

Who is entitled to vote at the Annual Meeting?

Only holders of record of our common stock par value $.01 per share, at the close of business on March 27, 2015,24, 2017, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held. Shares of our common stock represented in person or by a properly submitted proxy will be voted at the Annual Meeting. On the record date, 137,158,706137,180,617 shares of our common stock which is our only outstanding class of voting securities, were outstanding and entitled to vote.

Who can attend the Annual Meeting?

Only stockholders of record as of the close of business on March 27, 2015 and their accompanied guests,24, 2017 or the holders of their valid proxies may attend the Annual Meeting. A list of our stockholders will be available for review at our executive offices in Houston, Texas during ordinary business hours for a period of 10 days prior to the meeting. Each person attending the Annual Meeting will be asked to present valid government-issued picture identification,a photo ID, such as a driver’s license, or a passport, before being admitted to the meeting. In addition, stockholders who hold their shares through a broker or nominee (i.e.i.e., in “street name”)street name) should provide proof of their beneficial ownership as of March 27, 2015,24, 2017, such as a

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a brokerage statement showing their ownership of shares as of that date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and attendees will be subject to security inspections.

What constitutes a quorum?

The presence at the Annual Meeting in person or by proxy of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.

What vote is required to approve each item to be voted on at the Annual Meeting?

Majority Vote Standard for Election of DirectorsDirectors.. Our Bylaws provide that a A nominee for director in an uncontested election such as this one will be elected to the Board if all votes cast for that nominee’s election exceed the votes cast against his or her election. Shares that are voted to abstain with respect toUnder our Bylaws, any one or more nominees and broker non-votes will not be counted and will have no effect on the outcome of the voting for directors. In the event that an incumbent director nominee who does not receive a majority of the votes cast the Board will require that director tofor election shall tender his resignationor her resignation. For a more complete explanation of this requirement and will establishprocess, please see “Election of Directors—Majority Vote Standard for Election of Directors” below.

Frequency of Future Advisory Votes on Executive Compensation. The affirmative vote of the holders of a committeemajority of the shares of common stock present in person or represented by proxy and entitled to consider whether to accept or reject that resignation. The Board will actvote at the Annual Meeting is required for approval of the non-binding vote by stockholders (Proposal No. 4) on the committee’sfrequency of future advisory votes on the compensation of our executive officers named in the Summary Compensation Table below. If none of the three frequency choices receives a majority of votes cast, the recommendation and publicly disclose its decision.that receives the greatest number of votes cast will be the recommendation of the stockholders considered by the Board.

Votes Required to Adopt Other ProposalsProposals.. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for approval of all other items being submitted to stockholders for consideration.

How are abstentions and broker non-votes counted?

Abstentions and broker non-votes (i.e., shares with respect to which a broker indicates that it does not have authority to vote on a matter) will be considered presentcounted for purposes of calculatingdetermining whether a quorum is present at the vote, butAnnual Meeting. Abstentions will not be considered to have been voted in favoraffect the outcome of the matter voted upon, and since they are not affirmative votes for a proposal theyelection of directors or the non-binding vote on Proposal No. 4. Abstentions will have the same effect as votes against any matter other than the proposal.election of directors and the non-binding vote on Proposal No. 4. Broker non-votes will not affect the outcome of the election of directors or any other proposal to be considered present for purposes of calculatingvoted on at the vote.Annual Meeting.

How does the Board recommend that I vote?

Our Board of Directors recommends that you vote as follows:vote:

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How do I vote?

You may vote in person at the Annual Meeting or you may give us your proxy. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. As described below, you can change your vote at the Annual Meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. The telephone and Internet voting procedures have been provided for your convenience and are designed to authenticate your identity, allow you to give voting instructions and confirm that your voting instructions have been properly recorded. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the Notice or proxy card. If you are a holder of record and received your Proxy Statementproxy statement and Annual Report by mail, you can vote by signing, dating and completing the enclosed proxy card included therewith and returning it by mail in the enclosed postpaid envelope. If you received a Notice and wish to vote by traditional proxy card, you may receive a full printed set of the proxy materials for the Annual Meeting at no charge through one of the following methods: (i) by the Internet at:www.proxyvote.com; (ii) 

Once you receive the Proxy Statement,proxy statement, Annual Report and proxy card, please sign, date and complete the proxy

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card and return it in the enclosed postpaid envelope. No postage is necessary if the proxy card is mailed in the United States. If you hold your shares through a bank, broker or other nominee, it will give you separate instructions for voting your shares.

Can I change my vote after I return my proxy card?

Yes. Your proxy may be revoked at any time before its exercise by sending written notice of revocation to David L. Roland, Corporate Secretary, Diamond Offshore, Drilling, Inc., 15415 Katy Freeway, Suite 100, Houston, Texas 77094, or by signing and deliveringsubmitting a valid proxy that is dated later, or, if you attend the Annual Meeting in person, by giving notice of revocation to the Inspectors of Election referred to below at the Annual Meeting.

How will votes be recorded?

Votes will be tabulated by Broadridge Financial Solutions, Inc., and the results will be certified by one or more inspectorsInspectors of electionElection, who are required to resolve impartially any interpretive questions as to the conduct of the vote, whom we refer to as the Inspectors of Election.vote. In tabulating votes, the Inspectors of Election will make a record of the number of shares voted for or against each nominee and each other matter voted upon, the number of shares abstaining with respect to each nominee or other matter, and the number of shares held of record by broker-dealers and present at the Annual Meeting but not voting.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and to publish the final results in a current report on Form 8-K following the Annual Meeting.

What is the date of this Proxy Statement?

The date of this Proxy Statement is April 2, 2015.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below shows certain information atas of March 25, 2015 unless24, 2017 (unless otherwise indicated,indicated) as to all persons who, to our knowledge, were the beneficial owners of 5% or more of the outstanding shares of our common stock, which is our only outstanding class of voting securities. All shares reported were owned beneficially by the persons indicated unless otherwise indicated below.

Loews Corporation or Loews,(which we refer to as Loews) is a holding company. In addition to us, its principal subsidiaries are CNA Financial Corporation, a 90% owned-owned subsidiary engaged in commercial property and casualty insurance; Boardwalk Pipeline Partners, LP, a 53% owned51%-owned subsidiary engaged in the transportation and storage of natural gas and natural gas liquids and gathering and processing of natural gas;liquids; and Loews Hotels Holding Corporation, a wholly-owned subsidiary engaged in the operation of a chain of hotels.

Because Loews holds a majority of the outstanding shares of our common stock, Loews has the power to approve matters submitted for consideration at the Annual Meeting without regard to the votes of the other stockholders. We understand that Loews intends to vote forFOR the election of the eleven11 nominees for the Board of Directors, forFOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors and forauditor, FOR the resolution approving executive compensation.compensation, to hold an advisory vote on executive compensation EVERY YEAR and AGAINST the stockholder proposal. There are no agreements between us and Loews with respect to the election of our directors or officers or with respect to the other matters that may come before the Annual Meeting.

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SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table showssets forth, as of March 1, 2017, the amount and nature of beneficial ownershipshares of our common stock and of the common stock par value $0.01 per share, of Loews or(which we refer to as Loews Common Stock,Stock) beneficially owned by each of our directors, and nominees for director, each of our executive officers named in the2016 Summary Compensation Table below, and all of our directors and executive officers as a group, as of March 3, 2015. All of ourgroup. Our directors and executive officers individually and as a group own less than 1% of our common stock. Except as otherwise noted, the named beneficial owner has sole voting power and sole investment power with respect to the number(s) of shares shown below. The number of shares included with respect to stock appreciation rights or SARs,(SARs) granted under our Equity Incentive Compensation Plan or(which we refer to as our Equity Plan, which we adopted in 2014 and which amended and restated our Second Amended and Restated 2000 Stock Option Plan, as amended,Plan) is the number of shares of our common stock each person would have received had they exercised their SARs, based on the fair market value per share ($29.79)17.19) of our common stock, determined in accordance with the terms of our Equity Plan, on March 3, 2015.1, 2017.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended or(which we refer to as the Exchange Act,Act), requires that our directors, executive officers and directors, and persons who beneficially ownbeneficial owners of more than ten percent10% of our common stock to file initial reports of ownership and reports of changes in ownership of our equity securities with the Securities and Exchange Commission, or the Commission, and the New York Stock Exchange. Executive officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all Section 16(a) reports they file.Commission. Based on our review of these reports furnished to usrecords and written representations that no report on Form 5 was required for 2014,other information, we believe that with one exception, during 2014 our directors, executive officers and beneficial owners of more than ten percent of our common stock complied with all applicable filing requirementsreports that were required to be filed under Section 16(a) of the Exchange Act and that all of their filingsduring 2016 were timely made. A Form 4 for Mr. Fabrikant reflecting purchases of 2,000 shares of our common stock was filed four days late due to a communication error.filed.

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ELECTION OF DIRECTORS

(Proposal No. 1)

Our Board of Directors currently consists of eleven11 directors. All directors are elected annually to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier resignation or removal. Our Board of Directors elects our officers annually to serve until the next annual meeting of the Board of Directors and until their successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal from office. The names and information regarding our nominees, including their business experience during the past five years and other background information and individual qualifications, attributes and skills, are stateddescribed below. Each of the nominees is currently a director, and Mr. J.S. Tisch and Mr. A.H. Tisch are brothers. Each of the eleven11 directors to be elected at the Annual Meeting will serve a term of one year to expire at our 20162018 annual meeting of stockholders.

It is intended thatIn the absence of contrary instructions, the proxies received from holders of our common stock in the absence of contrary instructions, will be voted at the Annual Meeting for the election of each of the below nominees. Although we do not contemplate that any of the nominees will be unable to serve, decline to serve or otherwise be unavailable as a nominee at the time of the Annual Meeting, if that occurs we expect that the proxies will be voted for such other candidate or candidates as our Board of Directors may nominate.nominate or our Board of Directors may adopt a resolution reducing the number of directors constituting our full Board.

James S. Tisch has served as our Chairman of the Board since November 1995 and as a director since June 1989.1995. He served as our Chief Executive Officer (which we refer to as CEO) from March 1998 to May 2008. Mr. Tisch is the President and Chief Executive Officer,CEO and a member of the Office of the President of Loews, and has been a director of Loews a diversified holding company.since 1986. Mr. Tisch also serves as a director of General Electric Company and CNA Financial Corporation, a subsidiary of Loews, and General Electric Company.Loews.

Mr. Tisch’s experience as our former Chief Executive Officer and his extensive background with our company have providedprovides him with unique knowledge of and insight into our business and operations, and have enabledenables him to be instrumental in providingmore effectively provide us and our Board with both strategic direction and operational oversight. Our Board believes that Mr. Tisch’s leadership and experience at Loews, together with his direct experience in managing our business and his institutional knowledge of our company, cause his contributions to our Board and its deliberations to be of exceptional value. In addition, Mr. Tisch’s status as the President and Chief Executive OfficerCEO of Loews, a significant stockholder of our company, enables our Board to have direct access to the perspective of our stockholders and ensures that the Board will take into consideration the interests of our stockholders in all Board decisions.

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Marc Edwardshas served as our President and Chief Executive Officer and as a director since March 3, 2014. Mr. Edwards previously served as a member of Halliburton Company’s Executive Committee and as its Senior Vice President responsible for its Completion and Production Division from January 2010 to February 2014, and as Vice President for Production Enhancement of Halliburton Company from January 2008 through December 2009.

Mr. Edwards developed an extensive background in the global energy industry during his tenure at Halliburton Company that enables him to provide valuable contributions and a new perspective to our Board. His broad experience and understanding of the worldwide energy services industry gained during his service as a senior executive at Halliburton Company provides valuable insight to our Board’s strategic and other deliberations.

John R. Boltonhas served as a director since January 2007. Mr. Bolton is a Senior Fellow of the American Enterprise Institute and is Of Counsel to Kirkland & Ellis LLP. Mr. Bolton also served as a director of EMS Technologies, Inc. from July 2009 to August 2011. Mr. Bolton served in the U.S. Department of State as the U.S. Permanent Representative to the United Nations from 2005 to 2006 and as Under Secretary for Arms Control and International Security from 2001 to 2005.

Mr. Bolton brings to our Board his breadth ofBolton’s extensive experience in international affairs and governmental service. Hisservice provides a valuable resource for our Board. Particularly with regard to our international operations, Mr. Bolton’s unique perspective

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gained from his wide-ranging public policy experience and background in public affairs are a source of valuable knowledge and skills. Particularly in light of our international operations, Mr. Bolton’s unique perspective allowsenables him to make important contributions to the work of our Board.

Marc Edwards served as a member of Halliburton Company’s Executive Committee and as its Senior Vice President responsible for its Completion and Production Division from 2010 to 2014, prior to joining our company as President and CEO. He served as Vice President for Production Enhancement of Halliburton Company from 2008 through 2009. Since January 2017, Mr. Edwards has also served as the Lead Director, Chairman of the Nominating and Corporate Governance Committee and a member of the Audit and Risk and Compensation Committees of Keane Group, Inc., a NYSE-listed integrated well completion service company.

Mr. Edwards developed an extensive background in the global energy industry during his tenure at Halliburton Company that enables him to provide valuable contributions and perspective to our Board. His broad experience and understanding of the worldwide energy services industry provides valuable insight to our Board’s strategic and other deliberations. In addition, Mr. Edwards’ day-to-day leadership and involvement with our company as our President and CEO provides him with personal knowledge and insight regarding our operations.

Charles L. Fabrikant has served as a director since January 2004. Mr. Fabrikant is the Executive Chairman of the Board and Chief Executive OfficerCEO of SEACOR Holdings Inc. (which we refer to as SEACOR), which operates offshore support vessels servicing oil and gas exploration and development. Mr. Fabrikant served as itsSEACOR’s Executive Chairman of the Board from September 2010 until February 2015, after having servedand as Chairman of the Board, Chief Executive OfficerCEO and President from 1989 to 2010. Since 2011, Mr. Fabrikant serveshas also served as the Non-Executive Chairman of the Board of ERAEra Group Inc., an internationalwhich provides helicopter operator providing transportation services to the offshore drilling industry whichand was wholly owned by SEACOR Holdings Inc. prior to 2013. He also served as its President and Chief Executive OfficerCEO of Era Group Inc. from October 2011 to April 2012 and has2012. Mr. Fabrikant served as Chairman ofon the Board since July 2011.of Directors of Dorian LPG Ltd., a liquefied petroleum gas shipping company, from 2013 to 2015.

As the Executive Chairman and formerly the Chairman and Chief Executive Officer,CEO of SEACOR, Holdings Inc., a company that owns, operates, invests in and markets equipment for the offshore oil and gas, industrial aviation, and marine transportation industries worldwide, Mr. Fabrikant has an extensive background and practical, hands-on experience in the offshore energy industry. This background provides Mr. Fabrikant particularunique insight into many of the business decisions that come before our Board.

Paul G. Gaffney II has served asis a director since October 2004. Mr. Gaffney isretired Navy Vice Admiral and President Emeritus of Monmouth University, having served as President from 2003 to July 2013, and has served Monmouth University as a consulting fellow to the Urban Coast Institute since August 2013. In October 2014, heHe was appointed Chair of the Federal Advisory Committee Act committee: “Ocean Exploration Advisory Board.” Mr. Gaffney served as a consultant to Capital Formation Counselors, Inc., a strategic planning consulting firm, from September 2013 to December 2014. He also chaired the National Research Council Study, “Assessment of Marine Hydrokinetic Energy,” from October 2010 until March 2013, and co-chaired the decadal reviewPresident of the National Ocean Exploration ProgramDefense University from January 2012 until November 2012. In February 2010,2000 to 2003. Prior to assuming those duties, Mr. Gaffney was electedthe chief of naval research with responsibility for the Department of the Navy’s science and technology investment and commanded the Navy’s Meteorology and Oceanography program. He was also the commanding officer of the Naval Research Laboratory. Mr. Gaffney was appointed to the U.S. Ocean Policy Commission in 2001, and served during its full tenure from 2001 to 2004. Mr. Gaffney has been recognized with a number of military decorations and the Naval War College’s J. William Middendorf Prize for Strategic Research. He chaired the federal Ocean Research/Resources Advisory Panel (ORRAP) and the federal Ocean Exploration Advisory Board and is a member of the National Academy of Engineering, a private independent, nonprofit institution that advises the federal government and conducts independent studies thatto examine important topics in engineering and technology. Mr. GaffneyHe is also a retired Navy Vice Admiralfellow in the Urban Coast Institute at Monmouth University and has been recognized with numerous military decorations.a member of the National Academy’s Gulf Research Program Advisory Board.

Mr. Gaffney’s military experience, leadership in academia and expertise in ocean policy have provided him with valuable knowledge of both the complex management and oversight issues faced by large institutions as well as policy and operational issues affecting the offshore drilling industry. His distinguished naval career spanned over three decades includingand included duty at sea, overseas and ashore in executive and command positions.

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While a military officer, his career focused on oceanography, research administration and education, and his experience includes oceanographic operations, in distant oceans, global weather forecasting and marine science sponsorship, including severe weather prediction research. As a result of this knowledge and experience, Mr. Gaffney provides our Board meaningful insights and a unique perspective whichto benefit the Board’s decision-making process.processes.

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Edward Grebow has served as a director since July 2008. Mr. Grebow has served as Managing Director of Morgan Joseph TriArtisan Capital Advisers, LLC, an investment and merchant bank, since November 2013. He served as President and Chief Executive OfficerCEO of Amalgamated Bank, a commercial bank, from April 2011 to November 2013. Mr. Grebow also served as managing director of J.C. Flowers & Co. LLC, a private equity firm, with a focus on financial services companies, from 2007 to March 2011, a director of Saddle River Valley Bank from 2010 to 2011, and a director of Flowers National Bank from 2008 to 2011. Mr. Grebow served as President of ULLICO Inc., an insurance and financial services firm, from 2003 to 2006. Since 2016, Mr. Grebow has also served as a director and Chairman of the Audit Committee of Alcentra Capital Corporation, a NASDAQ-listed closed-end management investment company, and on the Board of Directors and Audit Committee of Xenith Bankshares, Inc., a NASDAQ-listed holding company for Xenith Bank, a full-service commercial bank.

Mr. Grebow’sGrebow is an experienced financial leader with the skills necessary to lead our Audit Committee. His broad experience in commercial and investment banking, private equity, insurance and financial services enables him to provide our Board with valuable insight and the benefit of his extensive knowledge of and background in financial services, investment and management.insight. This experience and knowledge also qualifies him to serve as the financial expert on our Board’s Audit Committee.

Herbert C. Hofmannhas served as a director since January 1992. Mr. Hofmann served as a Senior Vice President of Loews for over five years until May 2012 and was the President and Chief Executive OfficerCEO of Bulova Corporation, formerly a former subsidiary of Loews that distributes and sells watches and clocks, from 1989 until January 2008.

Mr. Hofmann has had extensive experience in his positions at Loews and practical, hands-on experience as the former Chief Executive OfficerCEO of Bulova Corporation, a company that distributes and sells watches and clocks.Corporation. He also has a long backgroundhad an extended involvement with our company, having served as a director since 1992. Mr. Hofmann’s management background combined with hisand institutional knowledge of our company provide Mr. Hofmann particular insight intorelevant to many of the business decisions that come before our Board.

Kenneth I. Siegelhas served as a director since March 2014. Mr. Siegel has served as a Senior Vice President of Loews since June 2009. He has also served as a director of the general partner of Boardwalk Pipeline Partners, LP, a subsidiary of Loews, since October 2009 and as its Chairman of the Board since December 2011. Mr. Siegel served as a senior investment banker at Barclay’s Capital from 2008 to 2009, and he served in a similar capacity at Lehman Brothers from 2000 to 2008.

Mr. Siegel has extensive experience with capital markets and merger and acquisition transactions due toas a result of his positions at Loews, Barclay’s Capital and Lehman Brothers. Mr. Siegel’s experience in his position at Loews also provides him with knowledge of the energy industry and broad knowledge of and insight into the operations of Loews and the businesses in which it is engaged, including our company and its business.company. This experience, andcombined with his financial and transactional expertise, enable himenables Mr. Siegel to provide valuable insight to our Board in its deliberations and decision-making process.Board.

Clifford M. Sobel has served as a director since July 2011. Mr. Sobel served as U.S. Ambassador to The Netherlands from 2001 until 2005 and U.S. Ambassador to Brazil from July 2006 until August 2009. HeMr. Sobel is presently Managing Partner of Valor Capital Group LLC, an investment group investing in Brazil. Previously he served as Chairman of Net2Phone, ana NASDAQ-listed Internet provider, listedand on the NASDAQ.Boards of Directors of Aegon Insurance, a NYSE-listed insurance company, and Alpinvest, a global private equity fund. Mr. Sobel is a member ofhas served on the Millennium Promise Board, a non-governmental organization supporting the UN Millennium Development Goals, and also serves on the Advisory Boards to the American Military Commander of Europe and NATO, as well as the Command for American Forces for Central and South America.

Mr. Sobel’s experience in foreign service and diplomatic background in important markets for our offshore drilling services provide him a unique perspective that adds significant value to the deliberations of our Board. His investment expertise combined with hisand experience and involvement in international affairs enable him to provide valuable insight and contributions to the work of our Board, particularly with respect to our international operations.

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Andrew H. Tisch has served as a director since May 2011. He has served as ais Co-Chairman of the Board of Directors of Loews, since 2006, and servesas well as Chairman of the Executive Committee and a member of the Office of the President of Loews. He is alsoSince 2001, Mr. Tisch has served as a director of K12 Inc. Mr. Tisch, a NYSE-listed technology-based education company, and served as Chairman of the Board of Directors of K12 Inc. from May

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2007 until June 2012. He is also a director of CNA Financial Corporation and of the general partner of Boardwalk Pipeline Partners, LP, each a subsidiary of Loews. Mr. Tisch has been a director of Loews since 1985.

Mr. Tisch has served as a member of the Office of the President of Loews since 1999, and prior to that time had served Loews in a number ofTisch’s extensive executive positions. Thisleadership experience has providedprovides him with broad knowledge of and insight into the operations of Loews and the businesses in which it is engaged, including our company and its business.company. This experience, coupled with Mr. Tisch’s institutional knowledge, is especially beneficial to our Board and its deliberations and decision-making process.Board.

Raymond S. Troubh hasis a financial consultant. Previously, Mr. Troubh served as a director since November 1995. Mr. Troubh has been a financial consultant for over five years, is a former Governor of the American Stock Exchange and a former general partner of Lazard Freres & Co., an investment banking firm. Mr. Troubh is a director of General American Investors Company, and Gentiva Health Services, Inc.a NYSE-listed closed-end management investment company. He served as a director of The Wendy’s Company from June 1994 until May 2014.to 2014 and as a director of Gentiva Health Services, Inc. from 1999 to 2015.

Mr. Troubh’s breadth of experience having served as a director of a number of companies in a variety of industries, as well as his skills and extensive background in finance and capital markets, enable him to provide valuable insight into business deliberations and judgments that come before our Board.

Director Independence

Because more than 50% of our outstanding common stock is held by Loews, we are a “controlled company” under the corporate governance listing standards (which we refer to as the NYSE Listing Standards) of the New York Stock Exchange or(which we refer to as the NYSE Listing Standards.NYSE). Although the NYSE Listing Standards do not require controlled companies to maintainhave a majority of independent directors, the majority of our Board currentlyof Directors is comprised of a majority of independent directors. In determining independence, each year our Board determines whether directors have any “material relationship” with our company or with any members of our senior management. On an annual basis, each director and each executive officer is obligated to disclose any transactions with our company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. When assessing the materiality of a director’s relationship with us, the Board considers all relevant facts and circumstances known to it, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation, and the frequency or regularity of the services provided by the director or such other persons or organizations to us or our affiliates, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to us as those prevailing at the time from unrelated parties for comparable transactions.

Our Board of Directors has determined that Mr.Messrs. Bolton, Mr. Fabrikant, Mr. Gaffney, Mr. Grebow, Mr.Hofmann, Sobel and Mr. Troubh whom(whom we refer to as our Independent Directors,Directors) are independent under the NYSE Listing Standards. TheStandards and our independence guidelines described below. In making their determination, the Board considered all relevant facts and circumstances known to it and applied the independence guidelines described below in determining that none of the Independent Directors has any material relationship with us or our subsidiaries. In making its determination with respect to Mr. Fabrikant, our Board also considered the commercial relationship between our company and certain subsidiaries of SEACOR, Holdings Inc., of which Mr. Fabrikant is the Executive Chairman of the Board and CEO, and determined that Mr. Fabrikant meets all of the requirements described above for Independent Directors and does not have a material relationship with us. Please read “Transactions“Transactions with Related Persons—Transactions with Other Related Parties” below for more information concerning Mr. Fabrikant’s relationship with us.

The Board has established guidelines to assist it in determining director independence. Under these guidelines, a director would not be considered independent if:

(1)

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(2) the director’s spouse, parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law, or any other person sharing the director’s home (other than a domestic employee), has a relationship described in (1) above; or

(3)

Board Committees

Our Board of Directors has three standing committees:committees to facilitate and assist the Board in the execution of its responsibilities: the Executive Committee, the Audit Committee and the Compensation Committee. We do not have a nominating committee. Because we are a “controlled company” under the NYSE Listing Standards, our Board is not required to have a nominating committee. Our Board has determined that, because the full Board can perform the same functions that would normally be performed by a nominating committee is not required and because a majority of our Board is comprised of Directors has determined that it is appropriate for us notindependent directors, there would be no meaningful benefit to have thehaving a separate nominating committee. In lieu of a nominating committee, our Board performs the entire Board of Directors participatesnominating committee functions, including participation in the consideration of director nominees.

Our Bylaws describe the functions and responsibilities of our Executive Committee. Our Audit and Compensation Committees operate under written charters that describe the functions and responsibilities of each committee. Each charter can be viewed in the Corporate Governance section of our website atwww.diamondoffshore.com. A copy of each charter can also be obtained by writing to us at Diamond Offshore, Attention: Corporate Secretary, 15415 Katy Freeway, Suite 100, Houston, Texas 77094.

Please note that the preceding Internet address and all other Internet addresses referenced in this proxy statement are for information purposes only and are not intended to be a hyperlink. Accordingly, no information found or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference in this proxy statement.

The current members of the three standing committees of our Board of Directors are identified below.

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Executive Committee

The Executive Committee of theour Board of Directors consists of three members: Mr. Edwards, Mr. A.H. Tisch and Mr. J.S. Tisch. The Executive Committee has and mayis authorized to exercise all of the powers of ourthe Board of Directors in the management of our business that may lawfully be delegated to it by our Board of Directors. During 2014, the Executive Committee held five meetings.Board.

Audit Committee

The Audit Committee of the Board of Directors consists of four members: Mr. Grebow, Mr. Bolton, Mr. Fabrikant and Mr. Troubh. The primary function of the Audit Committee is to assist theour Board of Directors in fulfilling its responsibility to oversee management’s conduct of our financial reporting process, including review of our financial reports and other financial information, our system of internal accounting controls, our compliance with legal and regulatory requirements, the qualifications and independence of our independent auditorsauditor and the performance of our internal audit staff and independent auditors.auditor. Our internal audit controls function maintains critical oversight over the key areas of our business and financial processes and controls, and provides reports directly to the Audit Committee. The Audit Committeecommittee has sole authority to appoint, retain, compensate, evaluate and terminate the independent auditorsauditor and to approve all engagement fees and terms for the independent auditors. Our Boardauditor. The members of Directors has adopted a written Audit Committee charter, which can be found in the Corporate Governance sectioncommittee meet regularly with representatives of our website atwww.diamondoffshore.comand is available in print to any stockholder who requests a copy by writing toindependent auditor firm without the presence of management. The members of the committee also meet regularly with our Corporate Secretary. Themanager of internal audit without the presence of other members of management.

Our Board has determined that each member of the Audit Committee is an Independent Director and satisfies the additional independence and other requirements for Audit Committee members provided for in the NYSE Listing Standards. The Board has also determined that Mr. Grebow, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” under the rules of the Commission.

Compensation Committee

The Compensation Committee of the Board of Directors consists of three members (Mr. Gaffney, Mr. Grebow and Mr. Troubh), each of whom is an Independent Director. The primary function of the Compensation Committee is to assist theour Board of Directors in discharging its responsibilities relating to compensation of our executive officers. The Compensation Committee is also responsible to review and make recommendations to

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our Board with respect tofor overseeing our Incentive Compensation Plan for Executive Officers or(which we refer to as our Incentive Compensation Plan,Plan) and our Equity Plan, with respect to our executive officers, and to oversee these plans. The Compensation Committee is authorized to discharge any responsibilities imposed on it by these plans. Our Board of Directors has adopted a written Compensation Committee charter, which can be found in the Corporate Governance section of our website atwww.diamondoffshore.com and is available in print to any stockholder who requests a copy by writing to our Corporate Secretary.Plan. In accordance with its charter, the Compensation Committeecommittee may form and delegate authority to sub-committees consisting of one or more of its members when appropriate. The committee also has authority to retain or replace outside counsel, compensation and benefits consultants or other experts to provide it with independent advice, including the authority to approve the fees payable and any other terms of retention.

The Compensation Committee completes a comprehensive review of all elements of compensation at least annually. If it is determined that any changes to any executive officer’s total compensation are necessary or appropriate, the Compensation Committee obtains such input from management as it determines to be necessary or appropriate. All compensation decisions with respect to executive officers other than our CEO are determined in discussion with, and frequently based in part upon the recommendation of, our CEO. The committee makes all determinations with respect to the compensation of our CEO, including establishing performance objectives and criteria related to the payment of his compensation, and determining the extent to which such objectives have been established. In so doing, the committee obtains input from the committee’s independent compensation advisors as it deems necessary or appropriate. During 2016, the committee did not engage a compensation advisor in determining or recommending amounts or forms of executive or director compensation.

During the first calendar quarter of each year, the Compensation Committee establishes the parameters of the annual Incentive Compensation Plan awards for that year, including the performance goals relative to our performance that will be applicable to such awards. Also during the first calendar quarter of each year, the committee reviews our performance against the objectives established for awards payable in respect of the prior year, and confirms the extent, if any, to which such objectives have been obtained, and the amounts payable to each of our executive officers in respect of such achievement.

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The Compensation Committee also determines the appropriate level and type of awards, if any, to be granted to each of our executive officers pursuant to our Equity Plan. The committee reviews, and has the authority to recommend to the Board for adoption, any new executive compensation or benefit plans that are determined to be appropriate for adoption by our company, including those that are not otherwise subject to the approval of our stockholders. The committee also reviews any employment or compensation contracts or other transactions proposed to be entered into with executive officers of the company. In connection with the review of any such proposed plan or contract, the committee may seek from its independent advisors any advice, counsel and information as it determines to be appropriate in the conduct of such review. See “Compensation“Compensation Discussion and Analysis”Analysis” for more information about the responsibilities of the Compensation Committee and the role of executive officersmanagement with respect to compensation matters.

Compensation Committee Interlocks and Insider Participation. The members of the Compensation Committee are Paul G. Gaffney II, Edward Grebow and Raymond S. Troubh. Our Board of Directors has determined that each member of the Compensation Committee satisfies the definition of “independent” as established under the NYSE Listing Standards and qualifies as an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (which, together with the regulations promulgated thereunder, we refer to as the Code). No member of the Compensation Committee is, or was during 2016, an officer or employee of the company. During 2016:

Board Diversity and Director Nominating Process

Our Board of Directors recognizes the benefits of broad diversity throughout our company and the merits of achieving diversity. In identifying, evaluating and nominating individuals to serve as our directors, including those identified by stockholders, our Board does not have formal diversity requirements or rules. Rather, the Board believes that our company is best served by directors with a wide range of perspectives, professional experience, skills and other individual qualities and attributes. Our Board considers diversity broadly to include diversity of race, ethnicity and gender, as well as diversity of viewpoint, professional experience (including geographic and industry experiences) and individual characteristics, qualities and skills, resulting in the inclusion of naturally varying perspectives among the directors. The Board also considers whether these capabilities and characteristics will enhance and complement the full Board so that, as a unit, the Board possesses the appropriate skills and experience to oversee the company’s business and serve the long-term interests of our stockholders.

Our current Board members vary in age from 56 to 90, and range in tenure from 3 years to 28 years. As described above under our director biographies, we believe the current composition of our Board also reflects a variety of expertise, skills, experience and professional and personal backgrounds, including in the following areas:

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Our Board of Directors will, subject to the terms of our Certificate of Incorporation and Bylaws, review any candidates recommended by stockholders for positions on the Board of Directors. TheBoard. Our Bylaws provide that any stockholder entitled to vote generally in the election of directors at a meeting of stockholders who complies with the procedures specified in the Bylaws may nominate persons for election to the Board, of Directors, subject to any conditions, restrictions and limitations imposed by our Certificate of Incorporation or Bylaws. These procedures include a requirement that our Corporate Secretary receive timely written notice of the nomination, which, for the 20162018 annual meeting of stockholders, means that the nomination must be received no later than February 19, 2016.15, 2018. Any notice of nomination must be addressed to Diamond Offshore, Drilling, Inc., 15415 Katy Freeway, Suite 100, Houston, Texas 77094, Attention: Corporate Secretary, and must include, in addition to any other information or matters required by our Certificate of Incorporation or Bylaws, the following:Bylaws:

Nominations of directors may also be made by the Board of Directors or as otherwise provided in our Certificate of Incorporation or Bylaws. In determining whether it will nominate a candidate for a position on our Board, of Directors, the Board considers those matters it deems relevant, which may include, but are not limited to,among other things, integrity, judgment, business specialization, technical skills,career achievements, breadth of experience, diversity of race, ethnicity and gender, soundness of judgment, ability to make independent analytical inquiries, independence, potential conflicts of interest, and the present needs of the Board in light of Directors. In identifying, evaluatingthe current mix of director skills and nominating individualsattributes and ability to serve as our directors, including those identified by stockholders, our Board does not have any formal policy with respect to diversity and does not rely on any preconceived diversity guidelines or rules. Rather, our Board believes thatrepresent the total corporate interests of our company is best served by directors with a wide range of perspectives, professional experiences, skills and our stockholders. When assessing individual candidates and nominees to fill the next Board vacancy that occurs in the future, the Board will consider diversity among other individual qualities and attributes.relevant factors. The Board retains its full discretion in making all such determinations, and also takes into account any restrictions, requirements or limitations contained in our Certificate of Incorporation or Bylaws, or any agreement to which we are a party.

Majority Vote Standard for Election of Directors

Our Bylaws require a mandatory majority voting, director resignation procedure. A nominee for director in an uncontested election (such as this one) will be elected to the Board if all votes cast for that nominee’s election exceed the votes cast against his or her election. In the event that an incumbent director nominee does not receive a majority of the votes cast, the Board will require that director to tender his or her resignation and will establish a committee to consider whether to accept or reject the resignation. The Board will act on the committee’s recommendation and publicly disclose its decision.

Executive Sessions of Non-Management Directors

Our non-management directors, our Independent Directors and each of the Audit Committee and the Compensation Committee meet regularly in regular executive sessions without management participation. In addition, an executive session including only the Independent Directors is held at least annually.presence of management. Upon the

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recommendation of the non-management directors and Independent Directors, our Board of Directors has

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selected Edward Grebow to act as the current Lead Director and to serve as the presiding director at these meetings.meetings of our non-management directors and our Independent Directors.

Board Leadership Structure

Our Board’s leadership structure consists of a Chairman of the Board (who is not our current CEO), a Lead Director and independent Audit Committee and Compensation Committee chairs. James S. Tisch, a non-employee director, serves as our Chairman of the Board, James S. Tisch, and ourBoard. Our Lead Director currentlyis Edward Grebow, who is also the Chairman of our Board’s Audit Committee. CurrentlyThe Board believes this structure provides independent Board leadership and engagement and strong oversight of management while providing the benefit of having our Chairman lead regular Board meetings as we discuss key business and strategic issues. Mr. Edwards has served as our CEO since March 2014. We separate the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is not oneresponsible for setting the strategic direction for the company and providing the day-to-day leadership of the company, while the Chairman provides guidance to the CEO and sets the agenda for Board meetings and presides over the meetings of the full Board. Separating these positions allows our executive officers, although from March 1998CEO to May 2008, Mr. J.S. Tisch also servedfocus on our day-to-day business, while allowing our Chairman to lead the Board in its fundamental role of providing advice to, and oversight of, management. The Board recognizes the time, effort and energy that the CEO is required to devote to his position, as well as the commitment required to serve as Chairman. The Board believes that having separate positions is the appropriate leadership structure for our Chief Executive Officer. As provided in our corporate governance guidelines,company at this time.

Although the Board currently separates the roles of CEO and Chairman of the Board, the Board has no fixed policy with respect to combining or separating the offices of Chairman ofpositions. In our company’s history, there have been times that our CEO also served as the Board and Chief Executive Officer; theChairman. The Board has exercised discretion in combining or separating the positions as it has deemed appropriate in light of prevailing circumstances, and the Board continues to reserve the right to makereevaluate this determination. Our Board believes that this structure permits it to obtain input and guidance from both senior management and non-management directors, including through the Lead Director, and provides sufficient flexibility to adapt to changing circumstances, which enable the Board to fulfill its oversight role.

Board Oversight of Risk Management

Our Board recognizes the importance of understanding, evaluating and, to the extent practicable, managing risk and its impact on the financial health of our company. Our management periodically has discussions with our Board, and our Audit Committee which,and Compensation Committee to, among other things, assist in identifying the principal risks facing our company, identifying and evaluating policies and practices that promote a culture that actively balancesto appropriately balance risk and reward, and evaluating risk management practices. These opportunities to interact enable the non-management directors to conduct meaningful and substantive discussions concerning these issues with senior management during Board and Audit Committee meetings.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance and enhance stockholder value. A fundamental component of risk management is not only understanding the risks and the measures management is taking to manage the risks, but also understanding what level of risk is appropriate for the company. The involvement of the full Board in setting our business strategy is a key part of the Board’s assessment of the company’s tolerance for risk. The Board also regularly reviews information regarding the company’s credit, liquidity and operations, as well as the associated risks. While the Board has the ultimate oversight responsibility for the risk management process, committees of the Board and the company’s management also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and discusses risk assessment with management and our internal and external auditors. In addition, in setting compensation, the Compensation Committee endeavors to create incentives that encourage a level of risk-taking behavior consistent with the company’s business strategies and long-term stockholder value. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee and management reports about such risks.

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Director Attendance at Meetings

During 2014 there were nine2016, our Board of Directors held six meetings, our Audit Committee held eight meetings and our Compensation Committee held four meetings. Our Executive Committee did not meet during 2016. Overall, during 2016 the rate of attendance by our directors at Board and committee meetings was 97%. In 2016, all but one of our directors attended all of the meetings of the Board of Directors, eight meetings of the Audit Committee and five meetings of the Compensation Committee. During 2014, each of our incumbent directors then in officecommittees on which they served, and no director attended not less than 75% of the total number of meetings of the Board of Directors and committees of the Board on which that directorhe served. We do not have a specific policy regarding attendance by directors at annual meetings of stockholders, but therequire our Board encourages all directorsmembers to attend theour annual meeting while recognizing that circumstances may prevent attendance from time to time. Allof stockholders; however, all of our directors then in office attendedwere present at our 2014 annual meeting of stockholders.held in May 2016.

Director Compensation

Company employees who are also members of our Board of Directors do not receive any cash or equity fee or other remuneration for services as directors. In addition, employees of Loews or its subsidiaries who are also directors do not receive any cash fee for services as members of our Board. We currently have seven non-employee directors who qualify for cash compensation as directors. In addition to reimbursing all reasonable out-of-pocket expenses that each director incurs attending Board meetings, we currently pay each of our eligible non-employee directors who is not our employee or an employee of any of our subsidiaries or of Loews or any other affiliated companies a cash retainer of $50,000 per year, paid in quarterly installments. In addition, in 2014, our non-employee directors, other than Mr. J.S. Tisch, received an award of 1,000 SARs each quarter in accordance with the terms of our Equity Plan. Our Chairman of the Board, Mr. J.S. Tisch, received an award of 7,500 SARs each quarter in accordance with the terms of our Equity Plan. These SARs vest immediately and have a term of ten years from the date of grant. In addition, the Chairman of the Audit Committee receives an annual cash retainer of $15,000, the Chairman of the Compensation Committee receives an annual cash retainer of $10,000 and the Lead Director receives an annual cash retainer of $10,000. We also pay each of our qualified non-employee directors who is not our employee or an employee of any of our subsidiaries or of Loews or any other affiliated companies a cash fee of $1,500 for attendance at each Board meeting of our Board of Directorsattended and $1,000 for attendance at each meeting of the Audit Committee or Compensation Committee in additionattended.

During 2016, with the exception of Mr. J.S. Tisch, each member of our Board of Directors who is not also employed by our company received an award of 1,000 SARs each quarter. In recognition of his additional duties as Chairman of the Board, Mr. J.S. Tisch received an award of 7,500 SARs each quarter during 2016. The SARs awarded to the reasonable costs and expenses incurred by these directors in relation to their services.

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The following table provides information on our compensation of non-employee directors for 2014:during 2016 vested immediately upon grant and have a term of 10 years from the date of grant.

Director Compensation for 20142016

The following table summarizes the compensation earned by our non-employee directors in 2016:

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As of December 31, 2016, our non-employee directors held the following outstanding company equity awards:

Code of Ethics and Corporate Governance Guidelines

We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. This code can be found in the Corporate Governance section of our website atwww.diamondoffshore.com and is available in print to any stockholder who requests a copy by writing to our Corporate Secretary. We intend to post any changes to or waivers of this code for our principal executive officer, principal financial officer and principal accounting officer on our website.

In addition, our corporate governanceBoard of Directors has adopted written Corporate Governance Guidelines to assist our directors in fulfilling their responsibilities. The guidelines are also availablecan be found in the Corporate Governance section of our website. We will provide a printed copy of our corporate governance guidelineswebsite atwww.diamondoffshore.com and is available in print to any stockholder upon request.who requests a copy by writing to our Corporate Secretary.

Loans to Directors and Executive Officers. We comply and operate in a manner consistent with regulations prohibiting loans to our directors and executive officers.

Reporting of Ethics and Compliance Concerns. We have a dedicated hotline and website available to all employees to report ethics and compliance concerns, anonymously if preferred, including concerns related to accounting, accounting controls, financial reporting and auditing matters. The hotline and website are administered and monitored by an independent monitoring company. A description of our procedures for confidential anonymous complaints regarding accounting, internal accounting controls and auditing matters can be found in the Corporate Governance section of our website atwww.diamondoffshore.com and is available in print to any stockholder who requests a copy by writing to our Corporate Secretary.

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AUDIT COMMITTEE REPORT

As discussed above under the heading “Committees of the “Board of Directors—Committees—Audit Committee,” the primary role of the Board’s Audit Committee is to oversee the Company’scompany’s financial reporting process and manage its relationship with the independent auditors.auditor. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the Company’scompany’s audited financial statements for the year ended December 31, 20142016 with the Company’scompany’s management and independent auditors.auditor. The Audit Committee has also discussed with the Company’scompany’s independent auditorsauditor the matters required to be discussed by Auditing Standard No. 16,1301,Communications with Audit Committees, as adopted and amended by the Public Company Accounting Oversight Board. In addition, the Audit Committee has discussed with the independent auditors theirauditor its independence in relation to the Companycompany and its management, including the matters in the written disclosures provided to the Audit Committee as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’auditor’s communications with the Audit Committee concerning independence, and has determined that the provision of non-audit services provided by the auditorsauditor is compatible with maintaining the auditors’auditor’s independence.

The members of the Audit Committee rely without independent verification on the information provided to them by management and the independent auditorsauditor and on management’s representation that the Company’scompany’s financial statements have been prepared with integrity and objectivity. They doThe Audit Committee does not provide any expert or special assurance as to the Company’scompany’s financial statements or any professional certification as to the independent auditors’auditor’s work. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has applied appropriate accounting and financial reporting principles or internal controls and procedures, that the audit of the Company’scompany’s financial statements has been carried out in accordance with generally accepted auditing standards, that the Company’scompany’s financial statements are presented in accordance with generally accepted accounting principles, or that the Company’s auditors arecompany’s auditor is in fact “independent.”

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’scompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2016, which has been filed with the Commission.

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COMPENSATION DISCUSSION AND ANALYSIS

Introductory note: The following discussion of executive compensation contains descriptions of various employee benefit plans and employment-related agreements. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans and agreements, which are filed or incorporated by reference as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2016.

This Compensation Discussion and Analysis describes our executive compensation program for 2014.2016. In particular, it explains how our Compensation Committee made its compensation decisions for 20142016 for our executive officers namedidentified in the Summary Compensation Table below, whomfollowing table, consisting of our CEO, Chief Financial Officer (which we refer to collectively as CFO), former CFO, three other most highly compensated executive officers as of December 31, 2016, and a former executive officer. It also explains how the Named Executive Officers, and describes how this compensation paid for 2016 fits within our Compensation Committee’s guiding principles with respect to compensation of Named our executive officers. We refer to the below group of executive officers collectively as our “named executive officers.”

Executive Officers.Summary

No Principal Changes in Compensation during 2016. The objectives and major components of our executive compensation program did not materially change from 2015 to 2016. While we regularly review and refine our compensation program, we believe consistency in our compensation program and philosophy is important to effectively motivate and reward top-level management performance and for the creation of stockholder value. We continue to provide our named executive officers with total annual compensation that includes three principal elements: base salary, performance-based annual incentive cash compensation and long-term equity-based incentive awards. Major elements of our compensation program continue to be performance-based, and a significant portion of each executive’s total annual compensation is at risk and dependent upon our company’s achievement of specific, measurable performance goals. Our performance-based pay is designed to align our executive officers’ interests with those of our stockholders and to promote the creation of stockholder value, without encouraging excessive risk-taking.

At our annual meeting of stockholders held on May 17, 2016, our stockholders approved all of our director nominees and proposals, including a non-binding advisory (say-on-pay) vote to approve the compensation of our executive officers. In the say-on-pay vote, over 98% of the votes cast on the proposal voted in favor of our compensation practices and policies. After our 2016 annual meeting, our Compensation Committee considered these results of the say-on-pay vote in its review of our compensation policies. Our general goal since our 2016 annual meeting has been to continue to act consistently with the established practices that were overwhelmingly approved by our stockholders and to take appropriate actions to further link pay and performance when advisable. We believe that we have accomplished those goals during 2016.

In addition, because an annual say-on-pay vote allows our stockholders to provide input on our compensation policies and programs on a regular basis and because our stockholders voted in a non-binding advisory (say-on-frequency) vote held at our 2011 annual meeting in favor of our holding a say-on-pay vote every year, we have

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held a say-on-pay vote every year since then. Pursuant to Commission rules, our stockholders will again have an opportunity to vote on the frequency of our say-on-pay vote at the Annual Meeting.

Base salaries for most of our named executive officers did not increase in 2016, and, with one exception, we do not plan to increase base salaries for our named executive officers for 2017. We usually undergo a base salary review process each year and adjust base salaries to reflect market or other merit-based increases. In both 2015 and 2016, however, prevailing negative market conditions caused us to take a different approach. Commencing in the summer of 2014 and continuing into 2017, crude oil prices declined significantly and oil markets were volatile and unpredictable. The depressed fundamentals in the oil and gas industry caused most independent and national oil companies and exploration and production companies to significantly reduce their capital spending plans, which in turn negatively impacted our business. As a result of the depressed market conditions, we undertook numerous cost-cutting measures, including substantial reductions-in-force as well as freezes on general salary increases and new hiring.

Payments under our annual bonus incentive plan for 2016 reflected our company’s performance and level of achievement of our 2016 plan performance goals. As discussed further in this proxy statement under the heading “Cash Bonus Incentive Compensation Awards,” our 2016 Earnings Before Interest, Taxes, Depreciation and Amortization (which we refer to as EBITDA) exceeded the target EBITDA established at the beginning of 2016 for our 2016 bonus incentive plan, despite the negative impact on our business from the steep decline in oil prices and the resulting dramatic reduction in capital spending by our oil and gas customers. As a result, incentive awards paid to our named executive officers for 2016 were generally comparable to 2015 and other recent years where we exceeded the applicable incentive plan target financial performance criteria.

On April 1, 2016, most of our named executive officers received an award of restricted stock units (RSUs). RSUs are contractual rights to receive shares of our common stock in the future if the applicable vesting conditions are met. Each RSU represents a contingent right to receive one share of our common stock. Our CFO, who was hired after April 1, received an award of RSUs upon his hire. The RSUs awarded to our CEO in 2016 vest solely upon the level of attainment against a designated three-year financial performance goal. Most of the RSUs awarded to our other named executive officers in 2016 vest upon the level of attainment of the same three-year financial performance goal, and the remainder of the RSUs awarded to our other named executive officers time-vest over a three-year period (half of the time-vesting RSUs vest on the second anniversary of the grant date and half of the time-vesting RSUs vest on the third anniversary of the grant date). All of the RSUs are subject to forfeiture if the applicable vesting conditions are not met. For all performance-vesting RSUs awarded to our named executive officers, the Compensation Committee has the right to exercise negative discretion to reduce the number of the performance RSUs that would otherwise be eligible to vest. The RSU award agreements for all named executive officers other than our CEO obligate the officer to comply with certain restrictive covenants, including obligations of confidentiality, a prohibition on solicitation of employees of our company and its subsidiaries, and a prohibition on competition with our company for a period of one year after termination of employment. During and after 2016, our CEO has been subject to similar restrictive covenants through his employment agreement.

The employment agreement with our CEO, which was entered into upon his hire in March 2014, expired by its terms on December 31, 2016. Consistent with our general policy of not entering into employment agreements with our executives, our CEO’s employment agreement was not extended or replaced and our CEO is now serving without an employment agreement.

Objectives and Compensation Philosophy

OurThrough our executive compensation program, is designedwe seek to enable us to attractachieve the following general goals:

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