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 |
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 | ||||||