Noble Corp plc false 0001458891 0001458891 2020-05-21 2020-05-21

 

 

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): May 21, 2020

 

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)

 

(Commission

file number)

 

(I.R.S. employer
identification number)

10 Brook Street

 

London, England

 

W1S 1BG

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Shares, Nominal Value $0.01 per Share

 

NE

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 2020 annual general meeting of the shareholders of Noble Corporation plc, a company incorporated in England and Wales (the “Company”), was held on May 21, 2020. 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 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Kevin S. Corbett

 

135,383,018

 

14,226,148

 

2,074,002

 

63,591,332

(2) Resolution 2: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Julie H. Edwards

 

116,011,715

 

33,602,847

 

2,068,606

 

63,591,332

(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 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Robert W. Eifler

 

145,709,356

 

3,898,830

 

2,074,982

 

63,591,332

(4) Resolution 4: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Gordon T. Hall

 

116,470,284

 

33,117,093

 

2,095,791

 

63,591,332


(5) Resolution 5: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Roger W. Jenkins

 

135,201,604

 

14,389,524

 

2,092,040

 

63,591,332

(6) Resolution 6: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Scott D. Josey

 

134,520,678

 

15,070,923

 

2,091,567

 

63,591,332

(7) Resolution 7: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Jon A. Marshall

 

97,956,122

 

51,636,555

 

2,090,491

 

63,591,332

(8) Resolution 8: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2021:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Julie J. Robertson

 

145,500,912

 

4,092,902

 

2,089,354

 

63,591,332

(9) Resolution 9: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020 was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

208,065,392

 

4,587,534

 

2,621,574

 

—  

(10) Resolution 10: The resolution to reappoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2021 annual general meeting of shareholders was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

207,343,235

 

4,934,473

 

2,996,792

 

—  

(11) Resolution 11: The resolution authorizing the Company’s audit committee to determine the UK statutory auditors’ compensation was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

206,363,021

 

5,491,944

 

3,419,535

 

—  


(12) Resolution 12: The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was not approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

74,123,769

 

75,346,329

 

2,213,070

 

63,591,332

(13) Resolution 13: 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, 2019, was not approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

72,959,661

 

76,556,064

 

2,167,443

 

63,591,332

(14) Resolution 14: 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

133,068,413

 

16,624,272

 

1,990,483

 

63,591,332

(15) Resolution 15: The resolution to authorize the Board of Directors to allot shares up to an amount specified in the resolution was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

181,525,392

 

13,401,655

 

20,347,453

 

—  

(16) Resolution 16: The resolution to approve a reverse share split of the Company’s ordinary shares was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

185,245,159

 

11,002,612

 

19,026,729

 

—  

(17) Resolution 17: The resolution to authorize a general disapplication of statutory pre-emptive rights was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

182,528,728

 

10,944,047

 

21,801,725

 

—  

(18) Resolution 18: The resolution to authorize a disapplication of statutory pre-emptive rights in connection with an acquisition or specified capital investment was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

183,619,703

 

10,443,618

 

21,211,179

 

—  


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.

 

 

NOBLE CORPORATION plc

             

Date: May 26, 2020

 

 

By:

 

/s/ William E. Turcotte

 

 

 

William E. Turcotte

 

 

 

Senior Vice President, General Counsel and Corporate Secretary

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