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, 2013

 

 

NOBLE CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Switzerland		000-53604		98-0619597
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. employer identification number)

 

Dorfstrasse 19A Baar, Switzerland		6340
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 41 (41) 761-65-55

 

 

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))

 

 

 

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

The 2013 annual general meeting of the shareholders of Noble Corporation, a Swiss corporation (the “Company”), was held on April 26, 2013. Matters voted on at the annual general meeting and the results thereof were as follows:

 

(1)	Proposal 1: Election of directors. The following individuals were elected to the Company’s Board of Directors for a three-year term that will expire in 2016:

 

Nominee		For				Withhold				Broker Non-Votes
Michael A. Cawley			187,621,651				5,438,739				17,796,267
Gordon T. Hall			189,683,643				3,376,747				17,796,267
Ashley Almanza			190,809,244				2,251,146				17,796,267

 

(2)	Proposal 2: The proposal to approve the 2012 Annual Report, the consolidated financial statements of the Company for fiscal year 2012 and the statutory financial statements of the Company for fiscal year 2012 was approved.

 

For		Against		Abstain		Broker Non-Votes
209,890,064		195,309		649,987		121,297

 

(3)	Proposal 3: The proposal to distribute a dividend payment funded from capital contribution reserve was approved.

 

For		Against		Abstain		Broker Non-Votes
210,210,198		95,034		434,922		116,503

 

(4)	Proposal 4: The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2013 and to elect PricewaterhouseCoopers AG as the Company’s statutory auditor for a one-year term was approved.

 

For		Against		Abstain		Broker Non-Votes
207,544,685		2,823,751		488,221		0

 

(5)	Proposal 5: The proposal to discharge the members of the Board of Directors and the executive officers under Swiss law for fiscal year 2012 was approved.

 

For		Against		Abstain		Broker Non-Votes
184,535,426		5,166,786		972,908		20,181,537

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(6)	Proposal 6: The proposal 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
180,843,902		10,744,358		1,466,522		17,801,875

 

(7)	Proposal 7: The proposal to extend the authority of the Board of Directors to issue authorized share capital was approved.

 

For		Against		Abstain		Broker Non-Votes
204,912,043		5,176,065		646,844		121,705

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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: May 7, 2013