Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): August 11, 2017




(Exact name of Registrant as specified in its charter)




England and Wales   001-36211   98-0619597

(State or other jurisdiction of

incorporation or organization)



file number)


(I.R.S. employer

identification number)

Devonshire House, 1 Mayfair Place

London, England

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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  ☐

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.  ☐




Item 5.02(b)     Compensatory Arrangements of Certain Officers.

Michael A. Cawley has retired as a member of the board of directors (the “Board”) of Noble Corporation plc (the “Company”). Mr. Cawley informed the Board on August 11, 2017 that he was resigning his position on the Board effective immediately after more than 30 years as a director.

David W. Williams, Chairman, President and Chief Executive Officer of the Company said, “During Mike’s tenure and with his support, our Company has evolved from a predominately land-focused driller to one that operates one of the youngest and highest specification offshore fleets in the world. Throughout that evolution, Mike has worked to enlighten our thinking and support our efforts; always with what’s best for the shareholders and the Company in mind. We wish him all the best in his future endeavors.”

The Company has commenced a search for Mr. Cawley’s replacement.


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: August 15, 2017



 /s/ Adam C. Peakes

  Adam C. Peakes
  Senior Vice President and Chief Financial Officer