Delaware | 001-07964 | 73-0785597 | ||
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) | ||
1001 Noble Energy Way, Houston, Texas | 77070 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | the minimum percentage of the Company’s outstanding common stock that must be owned by an eligible stockholder or group of stockholders was reduced from 5% to 3%; |
• | the limit on the number of stockholders who may aggregate their stock ownership for purposes of satisfying the 3% ownership requirement was increased from 20 to 25; |
• | certain funds holding Company common stock that are under common management and/or investment control will be counted as a single stockholder for aggregation purposes; |
• | the maximum number of Board candidates that can be nominated by means of proxy access and included in the Company’s proxy materials was increased from 20% to 25% of the Board; |
• | eligible stockholder(s) may always nominate at least one Board candidate by means of proxy access; and |
• | Board candidates nominated by eligible stockholder(s) who do not receive at least 15% of the votes cast will be ineligible for nomination at the next two annual stockholder meetings, reflecting a reduction from the previous requirement of 25% of votes cast. |
(d) | Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K: |
3.1 | By-Laws of Noble Energy, Inc., as amended through July 27, 2016. |
NOBLE ENERGY, INC. | ||||||
Date: | July 29, 2016 | By: | /s/ Aaron G. Carlson | |||
Aaron G. Carlson | ||||||
Assistant Secretary |
Exhibit No. | Description | |
3.1 | By-Laws of Noble Energy, Inc., as amended through July 27, 2016. |