8-K

 

 

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 22, 2016

 

 

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))

 

 

 

 


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

The 2016 annual general meeting of the shareholders of Noble Corporation, a company incorporated in England and Wales (the “Company”), was held on April 22, 2016. 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 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Ashley Almanza        174,010,412        6,902,319        292,168        35,690,573   

 

(2) Resolution 2: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Michael A. Cawley        174,922,219        6,017,865        264,815        35,690,573   

 

(3) Resolution 3: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Julie H. Edwards        176,360,604        4,558,386        285,909        35,690,573   

 

(4) Resolution 4: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Gordon T. Hall        174,950,146        5,985,409        269,344        35,690,573   

 

(5) Resolution 5: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Scott D. Josey        178,841,187        2,061,560        302,152        35,690,573   


(6) Resolution 6: The following individual was reelected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Jon A. Marshall        177,235,469        3,696,158        273,272        35,690,573   

 

(7) Resolution 7: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  Mary P. Ricciardello        175,605,540        5,298,642        300,717        35,690,573   

 

(8) Resolution 8: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire in 2017:

 

Nominee     For     Against     Abstain     Broker
Non-Votes
 
  David W. Williams        172,221,138        6,517,305        2,466,456        35,690,573   

 

(9) Resolution 9: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2016 was approved.

 

For     Against     Abstain     Broker
Non-Votes
  215,325,413        1,257,616        312,443     

 

(10) Resolution 10: The resolution to reappoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2017 annual general meeting of shareholders was approved.

 

For     Against     Abstain     Broker
Non-Votes
  215,329,832        1,223,308        342,332     

 

(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
  213,192,510        2,293,670        1,409,292     


(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 approved.

 

For     Against     Abstain     Broker
Non-Votes
 
  120,370,799        49,715,341        11,118,759        35,690,573   

 

(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, 2015, was approved.

 

For     Against     Abstain     Broker
Non-Votes
 
  94,583,732        75,437,859        11,183,308        35,690,573   

 

(14) Resolution 14: The resolution to approve an increase in the number of ordinary shares available for issuance under the Noble Corporation plc 2015 Omnibus Incentive Plan.

 

For     Against     Abstain     Broker
Non-Votes
 
  122,939,243        47,313,170        10,952,486        35,690,573   


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 22, 2015

 

NOBLE CORPORATION
By:   /s/ Dennis J. Lubojacky
  Dennis J. Lubojacky
  Chief Financial Officer, Vice President, Controller andTreasurer