Additional Proxy Soliciting Materials (definitive) (defa14a)
March 14 2018 - 8:05AM
Edgar (US Regulatory)
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 ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 27, 2018.
NOBLE CORPORATION PLC
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Meeting Information
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Meeting Type:
Annual Meeting
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For holders as of:
March 1,
2018
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Date:
April 27,
2018
Time:
3:00 PM London Time
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Location:
The Ritz Hotel
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150 Piccadilly
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London W1J 9BR
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United Kingdom
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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.
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Before You Vote
How to Access the Proxy Materials
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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
(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
(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 13, 2018 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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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
(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.
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The Board of Directors recommends you vote FOR the following proposals:
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To re-elect or elect the following nominees as directors of the Company for a one-year term that will expire at the annual general
meeting in 2019:
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10.
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Authorization of Audit Committee to Determine UK Statutory Auditors Compensation
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1.
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Ashley Almanza
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11.
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An Advisory Vote on the Companys Executive Compensation
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2.
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Julie H. Edwards
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12.
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An Advisory Vote on the Companys Directors Compensation Report
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3.
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Gordon T. Hall
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13.
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Approval of an Amendment to Increase the Number of Ordinary Shares Available for Issuance under the Noble Corporation plc 2015 Omnibus
Incentive Plan
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4.
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Scott D. Josey
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14.
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Authorization of Board to Allot Shares
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5.
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Jon A. Marshall
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15.
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Authorization of General Disapplication of Statutory Pre-emption Rights
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6.
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Mary P. Ricciardello
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16.
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Authorization of Disapplication of Statutory Pre-emption Rights in Connection with an Acquisition or Specified Capital Investment
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7.
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Julie J. Robertson
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NOTE:
Such other business as may properly come before the meeting or any adjournment thereof.
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8.
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Ratification of Appointment of PricewaterhouseCoopers LLP (US) as Independent Registered Public Accounting Firm for Fiscal Year 2018
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9.
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Re-appointment of PricewaterhouseCoopers LLP (UK) as UK Statutory Auditor
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