Current Report Filing (8-k)
September 13 2017 - 6:02AM
Edgar (US Regulatory)
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):
September 11, 2017
NOBLE CORPORATION plc
(Exact name of Registrant as specified in its charter)
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England and Wales
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001-36211
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98-0619597
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(State or other jurisdiction of
incorporation or organization)
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(Commission
file number)
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(I.R.S. employer
identification number)
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Devonshire House, 1 Mayfair Place
London, England
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W1J8AJ
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(Address of principal executive offices)
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(Zip code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.02(d)
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Election of Directors.
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Noble Corporation plc, a public limited company incorporated
under the laws of England and Wales (the Company), today announced that on September 11, 2017, Julie J. Robertson was elected by the Companys Board of Directors (the Board) to fill a vacancy on the Board created by
a recent director retirement. Ms. Robertson will serve as a director until the next shareholder vote at the annual general meeting in 2018. At the time of her election, Ms. Robertson was not named to serve on any committee of the Board.
Ms. Robertson, age 61, has served as the Company executive vice president since 2006 and its corporate secretary since 1993. A
full description of the Company positions held by Ms. Robertson can be found in the Companys Annual Report on Form 10-K, filed with the SEC on February 24, 2017, set forth under Directors, Executive Officers and Corporate
Governance which is incorporated herein by reference.
There is no arrangement or understanding between Ms. Robertson and any
other person pursuant to which Ms. Robertson was selected as a director. There are no transactions in which Ms. Robertson has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Robertson has previously entered into an employment agreement, which includes a change of control arrangement and a guarantee, in
connection with Ms. Robertsons service as an executive officer of the Company. The description of the Companys current form of employment and guaranty agreement for our executive officers, set forth under 2016 Compensation
Information Potential Payments on Termination or Change of Control Change of Control Employment Agreements in the Companys definitive proxy statement filed with the SEC on March 17, 2017, is incorporated herein by
reference.
Ms. Robertson has also received annual stock awards in connection with her service as an executive officer of the
Company. A description of recent awards and the terms of such awards are set forth in the Companys definitive proxy statement under 2016 Compensation Information and is incorporated herein by reference.
A copy of the news release announcing Ms. Robertsons election is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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The information required by this Item 9.01(d) is set forth in the Index
to Exhibits accompanying this report and is incorporated herein by reference.
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: September 12, 2017
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NOBLE CORPORATION plc
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By:
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/s/ Adam C. Peakes
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Adam C. Peakes
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Senior Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Press release of Noble Corporation plc, dated as of September 12, 2017.
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