8-K 1 d691958d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 26, 2019

 

 

NOBLE CORPORATION plc

(Exact name of Registrant as specified in its charter)

 

 

 

England and Wales
(State or other jurisdiction of

incorporation or organization)
  001-36211
(Commission file number)
  98-0619597
(I.R.S. employer

identification number)

 

10 Brook Street
London, England
(Address of principal executive offices)
  W1S 1BG
(Zip code)

Registrant’s telephone number, including area code: +44 20 3300 2300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2019 annual general meeting of the shareholders of Noble Corporation plc, a company incorporated in England and Wales (the “Company”), was held on April 26, 2019. Matters voted on at the annual general meeting and the results thereof were as follows:

 

  (1)

Resolution 1: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Julie H. Edwards

  158,613,215   7,068,262   686,406   55,747,254

 

  (2)

Resolution 2: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Gordon T. Hall

  159,189,266   5,414,961   1,763,656   55,747,254

 

  (3)

Resolution 3: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Roger W. Jenkins

  163,310,220   2,526,498   531,165   55,747,254

 

  (4)

Resolution 4: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Scott D. Josey

  161,235.966   4,603,168   528,749   55,747,254


  (5)

Resolution 5: The following individual was reelected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Jon A. Marshall

  156,436,079   9,406,048   525,756   55,747,254

 

  (6)

Resolution 6: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Mary P. Ricciardello

  158,450,880   7,413,718   503,285   55,747,254

 

  (7)

Resolution 7: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2020:

 

Nominee   For   Against   Abstain   Broker Non-Votes

Julie J. Robertson

  157,266,558   8,561,515   539,810   55,747,254

 

  (8)

Resolution 8: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019 was approved.

 

For   Against   Abstain   Broker Non-Votes

212,221,485

  9,079,012   814,640  

 

  (9)

Resolution 9: The resolution to reappoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2020 annual general meeting of shareholders was approved.

 

For   Against   Abstain   Broker Non-Votes

212,241,201

  9,062,615   811,321  

 

  (10)

Resolution 10: The resolution authorizing the Company’s audit committee to determine the UK statutory auditors’ compensation was approved.

 

For   Against   Abstain   Broker Non-Votes

214,348,327

  6,466,124   1,300,686  


  (11)

Resolution 11: The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved.

 

For   Against   Abstain   Broker Non-Votes

92,443,352

  71,990,429   1,934,102   55,747,254

 

  (12)

Resolution 12: The resolution to approve, on an advisory basis, the directors’ compensation report, which is set out in the annual report and accounts of the Company for the year ended December 31, 2018, was approved.

 

For   Against   Abstain   Broker Non-Votes

95,407,009

  70,173,091   787,783   55,747,254

 

  (13)

Resolution 13: The resolution to approve the directors’ compensation report, which is set out in the directors’ compensation report in the annual report and accounts of the Company for the year ended December 31, 2018,

 

For   Against   Abstain   Broker Non-Votes

97,078,528

  67,295,495   1,993,860   55,747,254

 

  (14)

Resolution 14: The resolution to approve an amendment to increase the number of ordinary shares available for issuance under the Noble Corporation plc 2015 Omnibus Incentive Plan was approved.

 

For   Against   Abstain   Broker Non-Votes

156,951,984

  7,620,934   1,794,965  

55,747,254

 

  (15)

Resolution 15: The resolution to approve an amendment to increase the number of ordinary shares available for issuance under the Noble Corporation plc 2017 Director Omnibus Plan was approved.

 

For   Against   Abstain   Broker Non-Votes

160,599,861

  5,173,154   594,868  

55,747,254

 

  (16)

Resolution 16: The resolution to authorize the Board of Directors to allot shares up to an amount specified in the resolution.

 

For   Against   Abstain   Broker Non-Votes

196,302,009

  19,683,927   6,129,201  


  (17)

Resolution 17: The resolution to authorize a general disapplication of statutory pre-emptive rights.

 

For   Against   Abstain   Broker Non-Votes

202,054,258

  17,620,992   2,439,887  

 

  (18)

Resolution 18: The resolution to authorize a disapplication of statutory pre-emptive rights in connection with an acquisition or specified capital investment.

 

For   Against   Abstain   Broker Non-Votes

202,331,059

  17,406,080   2,377,998  


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2019

 

NOBLE CORPORATION
By:   /s/ William E. Turcotte
 

 

 

William E. Turcotte

Senior Vice President, General Counsel and

Corporate Secretary