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 27, 2018

 

 

NOBLE CORPORATION plc

(Exact name of Registrant as specified in its charter)

 

 

 

England and Wales		001-36211		98-0619597
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. employer identification number)
Devonshire House, 1 Mayfair Place London, England				W1J8AJ
(Address of principal executive offices)				(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 2018 annual general meeting of the shareholders of Noble Corporation plc, a company incorporated in England and Wales (the “Company”), was held on April 27, 2018. 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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Ashley Almanza		150,592,823		3,418,689		324,412		58,195,206

 

(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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Julie H. Edwards		144,605,719		9,398,874		331,331		58,195,206

 

(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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Gordon T. Hall		144,612,113		9,395,369		328,442		58,195,206

 

(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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Scott D. Josey		150,615,483		3,370,263		350,178		58,195,206

---

(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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Jon A. Marshall		140,805,231		13,193,748		336,945		58,195,206

 

(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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Mary P. Ricciardello		148,470,420		5,541,165		324,339		58,195,206

 

(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 2019:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Julie J. Robertson		147,167,279		6,863,464		305,181		58,195,206

 

(8)	Resolution 8: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018 was approved.

 

For		Against		Abstain		Broker Non-Votes
207,391,919		4,674,420		464,791		—

 

(9)	Resolution 9: The resolution to reappoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2019 annual general meeting of shareholders was approved.

 

For		Against		Abstain		Broker Non-Votes
207,189,599		4,708,052		633,479		—

 

(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
207,938,164		3,617,950		975,016		—

---

(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
95,529,161		58,178,342		628,421		58,195,206

 

(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, 2017, was approved.

 

For		Against		Abstain		Broker Non-Votes
96,226,447		57,404,309		705,168		58,195,206

 

(13)	Resolution 13: 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
146,403,749		7,631,505		300,670		58,195,206

 

(14)	Resolution 14: 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
186,520,004		22,997,599		3,013,527		—

 

(15)	Resolution 15: The resolution to authorize a general disapplication of statutory pre-emptive rights.

 

For		Against		Abstain		Broker Non-Votes
190,738,025		17,846,150		3,946,955		—

 

(16)	Resolution 16: 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
191,161,733		17,419,970		3,949,427		—

---

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 27, 2018