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): June 10, 2014

 

 

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 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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2014 annual general meeting of the shareholders of Noble Corporation, a company incorporated in England and Wales (the “Company”), was held on June 10, 2014. 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 in 2015:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Scott D. Josey			185,095,167				6,520,732				538,346				26,707,930

 

(2)	Resolution 2: The following individual was reelected to the Company’s Board of Directors for a one-year term that will expire in 2015:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Jon A. Marshall			183,959,054				7,553,610				641,580				26,707,931

 

(3)	Resolution 3: The following individual was reelected to the Company’s Board of Directors for a one-year term that will expire in 2015:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Mary P. Ricciardello			175,690,123				15,928,605				535,519				26,707,928

 

(4)	Resolution 4: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2014 was approved.

 

For		Against		Abstain		Broker Non-Votes
215,475,944		2,755,107		631,124		0

 

(5)	Resolution 5: The resolution to reappoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2015 annual general meeting of shareholders was approved.

 

For		Against		Abstain		Broker Non-Votes
215,508,043		2,735,566		618,572		0

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(6)	Resolution 6: The resolution authorizing the Company’s audit committee to determine the UK statutory auditors’ compensation was approved.

 

For		Against		Abstain		Broker Non-Votes
202,031,410		1,280,477		564,051		14,986,237

 

(7)	Resolution 7: 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		Broker Non-Votes
183,343,957		8,007,328		797,826		26,713,074

 

(8)	Resolution 8: 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, 2013, was approved.

 

For		Against		Abstain		Broker Non-Votes
183,795,112		7,552,947		801,043		26,713,073

 

(9)	Resolution 9: The resolution to approve the directors’ compensation policy, which is set out within the directors’ compensation report in the annual report and accounts of the Company for the year ended December 31, 2013, was approved.

 

For		Against		Abstain		Broker Non-Votes
188,076,284		3,256,874		815,946		26,713,071

 

(10)

Resolution 10: The resolution to amend the Articles of Association of the Company to permit, but not require, the Board of Directors to declare and pay one or more interim dividends of some or all of the ordinary shares of Paragon Offshore Limited, the Company’s wholly-owned subsidiary, and/or any successor subsidiary of the Company owning any portion of the Company’s standard specification assets to the Company’s shareholders was approved.

 

For		Against		Abstain		Broker Non-Votes
216,512,256		579,981		908,532		816,406

 

(11)	Resolution 11: The resolution to amend the Articles of Association of the Company to implement a declassification of the Board of Directors was approved.

 

For		Against		Abstain		Broker Non-Votes
201,757,767		482,635		774,026		15,847,747

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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: June 11, 2014