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): April 27, 2018




(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
(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(e) Compensatory Arrangements of Certain Officers.

On April 27, 2018, Noble Corporation plc, a company incorporated in England and Wales (the “Company”), held its annual general meeting of shareholders. At the meeting, shareholders approved an amendment to the Noble Corporation plc 2015 Omnibus Incentive Plan (the “Noble Incentive Plan”) to increase the number of ordinary shares available for issuance as long-term incentive compensation under the Noble Incentive Plan by 5,000,000 shares.

The Noble Incentive Plan is attached to this Current Report as Exhibit 10.1 and is incorporated herein by reference. A summary description of the material features of the Noble Incentive Plan is set forth in the Company’s 2018 Proxy Statement.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit 10.1    Noble Corporation plc 2015 Omnibus Incentive Plan, restated as of May 1, 2018.


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: May 1, 2018


By:   /s/ William E. Turcotte
  William E. Turcotte
  Senior Vice President, General Counsel and Corporate Secretary