UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material under § 240.14a-12 | |
NOBLE CORPORATION plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 28, 2017.
| — Before You Vote — How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
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| — How To Vote — Please Choose One of the Following Voting Methods
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Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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(located on the following page) and visit: www.proxyvote.com. 
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Voting Items |
| The Board of Directors recommends you vote FOR the following proposals:
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| To re-elect the following nominees as a director of the Company for a one-year term that will expire at the annual general meeting in 2018:
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11. |
Authorization of Audit Committee to determine UK statutory auditors’ compensation |
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| 1. |
Ashley Almanza |
12.
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An advisory vote on the Company’s executive compensation as disclosed in the Company’s proxy statement |
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| 2. |
Michael A. Cawley |
The Board of Directors recommends you vote 1 year on the following proposal:
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| 3. |
Julie H. Edwards |
13. |
An advisory vote on the frequency of the vote on the Company’s executive compensation
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| 4. |
Gordon T. Hall |
The Board of Directors recommends you vote FOR the following proposals:
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| 5. |
Scott D. Josey |
14. |
An advisory vote on the Company’s Directors’ Compensation Report for the year ended December 31, 2016
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| 6. |
Jon A. Marshall
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15. |
A vote on the Company’s Directors’ Compensation Policy
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| 7. |
Mary P. Ricciardello |
16. |
Approval of an amendment primarily to increase the number of shares available for issuance under the Noble Corporation plc 2015 Omnibus Incentive Plan
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| 8. |
David W. Williams
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17. |
Approval of the Noble Corporation plc 2017 Director Omnibus Plan
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| 9. |
Ratification of appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal Year 2017
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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| 10. |
Re-appointment of PricewaterhouseCoopers LLP as the Company’s UK statutory auditor |
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Voting Instructions |
