But shareholders rejected Icahn's proposed $4-per-share dividend and opted instead for the board-supported payout of $2.24 per share, the Switzerland-based company said.
Transocean shares closed down 1.3 percent to $54.03 on the New York Stock Exchange. The Swiss shares (>> Transocean Ltd) closed 1.4 percent higher.
Icahn, after disclosing his 5.6 percent Transocean stake in January, campaigned to shake up the board and extract a higher dividend that Transocean called "unsustainable," while offering the $2.24 per share in response.
Icahn and Transocean spent the past few months making their cases to investors by attacking the others' director nominees and strategic plans. Transocean viewed the near-80 percent shareholder support for its dividend, and the backing for its two directors up for re-election besides Talbert, as a vote in its favour.
"Their approval of the company's dividend and board nominees is an endorsement of our balanced approach to value creation which includes maintaining a flexible balance sheet characterized by an investment grade rating on our debt; making disciplined, high-return investments in the business; and returning excess capital to our shareholders," Transocean said.
Transocean introduced its first regular dividend in nine years in 2011, but decided to halt it while working through the prolonged legal process to determine liability for the 2010 Gulf of Mexico spill, which involved one of its rigs.
Icahn's dividend proposal received the support of 35 percent of the shareholders.
Talbert, who Transocean had said would step down this year no matter what, received 48.8 percent of the shareholder votes. Talbert had aimed to stay on while the board found a successor, the company said on Monday.
Talbert's exit marks another victory for investors targeting the bosses of big energy companies. Last Friday, John Hess was stripped of his chairman duties at Hess Corp (>> Hess Corp.), just a week after Occidental Petroleum Corp (>> Occidental Petroleum Corporation) Chairman Ray Irani was voted out after two decades at the top.
Irani submitted his resignation to Occidental's board on Friday.
The new Transocean director is Sam Merksamer, 32, a former hedge fund analyst and now a managing director of Icahn Capital. He is a director at Icahn-controlled refiner CVR Energy (>> CVR Energy, Inc.) and a former director at utility Dynegy Inc (>> Dynegy Inc.).
Shareholders voted 69 percent in favour of Merksamer, despite Transocean calling him "inexperienced" and questioning whether he had time for Transocean given that he sits on five public company boards and has a full-time position at Icahn Capital.
"We believe that the shareholders have today sent an unequivocal and vocal message to the incumbent directors and management, by voting out the chairman, that immediate discipline must be brought to all fiscal and capital allocation decisions," Icahn said in a statement.
"We expect that the newly constituted board will take prompt action to deliver that sorely needed change."
Icahn had proposed two other board candidates to replace Thomas Cason and Robert Sprague, but Cason got 74 percent support from shareholders and Sprague received 56 percent.
Cason had been a director at GlobalSantaFe before its 2007 takeover by Transocean. Icahn had called the merger ill-advised.
Transocean responded by saying its investors enjoyed a 23 percent total shareholder return in the year after the GlobalSantaFe deal, compared with 11 percent for peers, before its shares were hit by the financial crisis and then the Gulf of Mexico disaster.
Transocean's stock has fallen 66 percent over the past five years, versus a 34 percent drop for Noble Corp (>> Noble Corporation) and a 9 percent slide for Ensco (>> ENSCO PLC). Seadrill <SDRL.OL>, which aggressively built rigs to upgrade its fleet, is up 54 percent in that time.
(Reporting by Alice Baghdjian in Zug; Writing by Braden Reddall; Editing by John Wallace, Tim Dobbyn and Carol Bishopric)
By Alice Baghdjian