DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material under § 240.14a-12

NOBLE CORPORATION plc

(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):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (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):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

¨   Fee paid previously with preliminary materials.
¨   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. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 22, 2016.

 

 

NOBLE CORPORATION PLC

 

 

            NOBLE CORPORATION PLC

            C/O 13135 S. DAIRY ASHFORD RD

            SUGAR LAND, TEXAS 77478

 

 

 

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Meeting Information
Meeting Type:            Annual General Meeting
For holders as of:      February 29, 2016
Date:    April 22, 2016        Time:    3:00 p.m. (London time)
Location:    The Ritz Hotel

      150 Piccadilly

      London W1J 9BR

      United Kingdom

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain  proxy materials and voting instructions.

 

 

—   Before You Vote   —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT            ANNUAL REPORT

 

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:        www.proxyvote.com

2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2016 to facilitate timely delivery.

 

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

LOGO

 

  

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 

 

Voting Items

      

 

 

The Board of Directors recommends you vote FOR the following resolutions 1 through 14:

 

          
   

To re-elect the following nominees as a director of the Company for a one-year term that will expire at the annual general meeting in 2017:

 

          
 

1.

 

2.

 

3.

 

4.

 

5.

 

6.

 

7.

 

8.

  

Ashley Almanza

 

Michael A. Cawley

 

Julie H. Edwards

 

Gordon T. Hall

 

Scott D. Josey

 

Jon A. Marshall

 

Mary P. Ricciardello

 

David W. Williams

      

9.

  

Ratification of appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal Year 2016

 

  
         

10.

  

Re-appointment of PricewaterhouseCoopers LLP as the Company’s UK statutory auditor

 

  
         

11.

  

Authorization of Audit Committee to determine UK statutory auditors’ compensation

 

  
         

12.

  

An advisory vote on the Company’s executive compensation

 

  
         

13.

  

An advisory vote on the Company’s Directors’ Compensation Report for the year ended December 31, 2015

 

  
         

14.

  

Approval of an increase in the number of shares available for issuance under the Noble Corporation plc 2015 Omnibus Incentive Plan

 

  
         

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

  

 

LOGO

 

 

  
  

 

  

 

 

 

LOGO

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 22, 2016.

 

 

 

        NOBLE CORPORATION PLC

 

 

LOGO

Meeting Information

 

Meeting Type:          Annual General Meeting

 

For holders as of:    February 29, 2016

 

Date:   April 22, 2016        Time:   3:00 p.m. (London time)

 

Location:  The Ritz Hotel

    150 Piccadilly

    London W1J 9BR

    United Kingdom

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain  proxy materials and voting instructions.

 

 

—   Before You Vote   —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT            ANNUAL REPORT

 

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:         www.proxyvote.com

2) BY TELEPHONE:     1-800-579-1639

3) BY E-MAIL*:              sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2016 to facilitate timely delivery.

 

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

LOGO

 

  

 

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

 

 

Voting Items

      

 

 

The Board of Directors recommends you vote FOR the following proposals:

 

          
   

To re-elect the following nominees as a director of the Company for a one-year term that will expire at the annual general meeting in 2017:

 

          
 

1.

 

2.

 

3.

 

4.

 

5.

 

6.

 

7.

 

8.

  

Ashley Almanza

 

Michael A. Cawley

 

Julie H. Edwards

 

Gordon T. Hall

 

Scott D. Josey

 

Jon A. Marshall

 

Mary P. Ricciardello

 

David W. Williams

      

9.

  

Ratification of appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal Year 2016

 

  
         

10.

  

Re-appointment of PricewaterhouseCoopers LLP as the Company’s UK statutory auditor

 

  
         

11.

  

Authorization of Audit Committee to determine UK statutory auditors’ compensation

 

  
         

12.

  

An advisory vote on the Company’s executive compensation

 

  
         

13.

  

An advisory vote on the Company’s Directors’ Compensation Report for the year ended December 31, 2015

 

  
         

14.

  

Approval of an increase in the number of shares available for issuance under the Noble Corporation 2015 plc Omnibus Incentive Plan

 

  
         

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

  

 

LOGO

 

 

 

 

Voting Instructions

   

 

 

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