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): April 25, 2017
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-07964 | | 73-0785597 |
(State or other jurisdiction of incorporation or organization) | | Commission File Number | | (I.R.S. Employer Identification No.) |
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1001 Noble Energy Way, Houston, Texas | | | | 77070 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
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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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Noble Energy, Inc. (the “Company”) annual meeting of stockholders on April 25, 2017 (the “Annual Meeting”), holders of an aggregate of 435,481,893 shares of the Company’s common stock at the close of business on February 24, 2017, were entitled to vote at the meeting, of which 396,779,111, or approximately 91.11% of the eligible voting shares, were represented in person or by proxy. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s annual proxy statement, are as follows:
Proposal #1 - To elect the ten nominees as members of the Board of Directors (the “Board”) of the Company to serve until the next annual meeting of the Company’s stockholders:
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| Name | For | Against | Abstain | Broker Non-Vote |
| Jeffrey L. Berenson | 369,351,265 |
| 5,941,526 |
| 7,187,678 |
| 14,298,642 |
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| Michael A. Cawley | 364,645,456 |
| 10,648,873 |
| 7,186,140 |
| 14,298,642 |
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| Edward F. Cox | 367,637,365 |
| 7,655,562 |
| 7,187,542 |
| 14,298,642 |
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| James E. Craddock | 246,233,804 |
| 135,934,259 |
| 312,406 |
| 14,298,642 |
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| Thomas J. Edelman | 376,029,654 |
| 6,244,099 |
| 206,716 |
| 14,298,642 |
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| Kirby L. Hedrick | 375,460,958 |
| 6,743,240 |
| 276,271 |
| 14,298,642 |
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| David L. Stover | 375,259,786 |
| 6,235,275 |
| 985,408 |
| 14,298,642 |
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| Scott D. Urban | 379,534,509 |
| 2,677,413 |
| 268,547 |
| 14,298,642 |
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| William T. Van Kleef | 377,499,049 |
| 4,755,710 |
| 225,710 |
| 14,298,642 |
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| Molly K. Williamson | 377,927,515 |
| 4,342,358 |
| 210,596 |
| 14,298,642 |
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Proposal #2 - To ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year 2017:
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| For | Against | Abstain |
| 394,427,025 | 2,055,301 | 296,785 |
Proposal #3 - To approve, in an advisory vote, executive compensation:
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| For | Against | Abstain | Broker Non-Vote |
| 372,799,609 | 9,185,598 | 495,262 | 14,298,642 |
Proposal #4 - To approve, in an advisory vote, the frequency of stockholder vote on executive compensation:
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| One Year | Two Years | Three Years | Abstain | Broker Non-Vote |
| 351,223,694 | 240,329 | 30,831,876 | 184,570 | 14,298,642 |
On April 25, 2017, following the Annual Meeting, the Board determined that the advisory vote on executive compensation would be held every year until the next vote on the frequency of such advisory vote on executive compensation, which is required to occur no later than the Company's 2023 annual meeting of stockholders.
Proposal #5 - To approve the 2017 Long-Term Incentive Plan:
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| For | Against | Abstain | Broker Non-Vote |
| 361,834,276 | 20,459,030 | 187,163 | 14,298,642 |
Proposal #6 - To consider a stockholder proposal requesting a published assessment of climate change policy impacts, if properly presented at the meeting:
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| For | Against | Abstain | Broker Non-Vote |
| 85,891,577 | 271,889,558 | 24,699,334 | 14,298,642 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | | NOBLE ENERGY, INC. |
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| Date: | April 26, 2017 | | | By: | | /s/ Aaron G. Carlson |
| | | | | | | Aaron G. Carlson |
| | | | | | | Vice President, Deputy General Counsel and Assistant Secretary |
