UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 aone-year term that will expire at the annual general meeting in 2019: |
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-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 | | BrokerNon-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 | | BrokerNon-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 | | BrokerNon-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 | | BrokerNon-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 | | BrokerNon-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 | | BrokerNon-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 | | BrokerNon-Votes |
186,520,004 | | 22,997,599 | | 3,013,527 | | — |
| (15) | Resolution 15: The resolution to authorize a general disapplication of statutorypre-emptive rights. |
| | | | | | |
For | | Against | | Abstain | | BrokerNon-Votes |
190,738,025 | | 17,846,150 | | 3,946,955 | | — |
| (16) | Resolution 16: The resolution to authorize a disapplication of statutorypre-emptive rights in connection with an acquisition or specified capital investment. |
| | | | | | |
For | | Against | | Abstain | | BrokerNon-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
| | |
| NOBLE CORPORATION |
| |
| By: | | /s/ Adam C. Peakes |
| | Adam C. Peakes |
| | Senior Vice President and Chief Financial Officer |
