8-K

0001193125-14-232911.txt : 20140624 0001193125-14-232911.hdr.sgml : 20140624 20140611112225 ACCESSION NUMBER: 0001193125-14-232911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140610 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140611 DATE AS OF CHANGE: 20140611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noble Corp plc CENTRAL INDEX KEY: 0001458891 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980619597 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36211 FILM NUMBER: 14903834 BUSINESS ADDRESS: STREET 1: DEVONSHIRE HOUSE STREET 2: 1 MAYFAIR PLACE CITY: LONDON STATE: X0 ZIP: W1J8AJ BUSINESS PHONE: 44 20 3008 7597 MAIL ADDRESS: STREET 1: DEVONSHIRE HOUSE STREET 2: 1 MAYFAIR PLACE CITY: LONDON STATE: X0 ZIP: W1J8AJ FORMER COMPANY: FORMER CONFORMED NAME: NOBLE CORP plc DATE OF NAME CHANGE: 20131119 FORMER COMPANY: FORMER CONFORMED NAME: Noble Corp / Switzerland DATE OF NAME CHANGE: 20090318 8-K 1 d743632d8k.htm 8-K 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): 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))

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

(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

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


NOBLE CORPORATION

By:		/s/ James A. MacLennan
		James A. MacLennan
		Senior Vice President and Chief Financial Officer