0000072207-14-000012.txt : 20140415 0000072207-14-000012.hdr.sgml : 20140415 20140415172246 ACCESSION NUMBER: 0000072207-14-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140415 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140415 DATE AS OF CHANGE: 20140415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ENERGY INC CENTRAL INDEX KEY: 0000072207 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730785597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07964 FILM NUMBER: 14765847 BUSINESS ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 2818723100 MAIL ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 20020426 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 19920703 8-K 1 nbl-2014x415x8xkxchuckreti.htm 8-K NBL-2014-4.15-8-K-Chuck Retirement


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 15, 2014
 
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-07964
 
73-0785597
(State or other jurisdiction of
incorporation or organization)
 
Commission
File Number
 
(I.R.S. Employer
Identification No.)
 
 
1001 Noble Energy Way
Houston, Texas
 
 
 
77070
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2014, Noble Energy, Inc. (the “Company”) announced that Charles D. Davidson, Chairman and Chief Executive Officer of the Company, plans to retire from the Company effective May 1, 2015 and will leave the Board of Directors of the Company at that time. Mr. Davidson, age 64, has served as Chief Executive Officer and Director since joining the Company in 2000. The Company also announced that the Board will propose the election of David L. Stover as a director of the Company at its April 22, 2014 organizational meeting following the Annual Meeting of Stockholders, and that the Board intends to appoint Mr. Stover as Chief Executive Officer in October 2014. Mr. Davidson will serve as the Company's Chairman until the 2015 Annual Meeting.

Mr. Stover, age 56, currently serves as the Company’s President and Chief Operating Officer, a position he has held since April 2009. Prior to that time, he was Executive Vice President and Chief Operating Officer of the Company beginning in August 2006. Mr. Stover joined the Company in 2002 and has served in various senior management capacities, including Senior Vice President of North America and Business Development and Vice President of Business Development. Prior to joining the Company, he held various positions with BP America, Inc., Vastar Resources, Inc., and Atlantic Richfield. He holds a bachelor’s degree in petroleum and natural gas engineering from Pennsylvania State University and has approximately 35 years of industry experience.

A press release announcing the Company’s management succession plan has been filed as Exhibit 99.1 to this current report and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is filed as part of this current report on Form 8-K:
 
99.1
Press release dated April 15, 2014.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
NOBLE ENERGY, INC.
 
 
Date: April 15, 2014
By:  
/s/ Arnold J. Johnson  
 
 
 
Arnold J. Johnson 
 
 
 
Senior Vice President, General Counsel & Secretary 
 
 





INDEX TO EXHIBITS
 
 
 
 
Exhibit No.
  
Description
 
 
99.1
 
Press release dated April 15, 2014.



EX-99.1 2 exhibit991managementsucces.htm EXHIBIT 99.1 Exhibit 99.1 Management Succession Plan


Exhibit 99.1

  
 
NEWS RELEASE
 
 
 
 
 
 
 


Noble Energy Announces Management Succession Plan

HOUSTON, April 15, 2014 -- Noble Energy, Inc. (NYSE: NBL) today announced that Charles D. Davidson, Chairman and Chief Executive Officer, plans to retire May 1, 2015, and that he will leave the Board of Directors at that time. Mr. Davidson, age 64, has served as Chief Executive Officer and Director since joining the Company in 2000. The Board announced that it will propose the election of David L. Stover as a Director at its April 22, 2014 organizational meeting following the Annual Meeting, and that it intends to appoint Mr. Stover as Chief Executive Officer in October 2014. Mr. Davidson will serve as the Company's Chairman until the 2015 Annual Meeting. Mr. Stover, age 56, currently serves as the Company's President and Chief Operating Officer.
"Noble Energy has an exciting future that has been created over many years by an incredibly deep and talented organization," said Davidson. "I am announcing my plans to retire next year with full confidence that the team led by Dave Stover will successfully deliver our exceptionally strong growth plan over the coming years. Dave has played a key role in Noble Energy's success in recent years and has all the necessary skills to lead the Company to even greater performance in the future. While it will be extremely difficult for me to leave my fellow employees at Noble Energy, I will leave knowing that the time is right and that the Board has thoroughly planned for this leadership transition and succession."
"Under Chuck's leadership Noble Energy has been transformed into a highly successful global exploration and production company," said Michael Cawley, Noble Energy's Lead Independent Director. "He will be greatly missed when he retires, but executive succession planning has been a focus of Noble Energy's Board of Directors for many years. Today's announcement that Dave Stover will become Noble Energy's next CEO reflects the Board's extensive planning and confidence that Dave is the right leader for the future Noble Energy. With implementation of the succession plan stretching over 12 months, we anticipate this to be a smooth and seamless transition."
Mr. Stover was elected President and Chief Operating Officer of Noble Energy in April 2009. Prior to that, he served in several other executive positions following his joining the Company in 2002. Before joining Noble Energy, he was employed by BP America, Inc., Vastar Resources and Atlantic Richfield. He holds a bachelor's degree in petroleum and natural gas engineering from Pennsylvania State University and has approximately 35 years of industry experience.
Noble Energy is a leading independent energy company engaged in worldwide oil and gas exploration and production. The Company has core operations onshore in the U.S., primarily in the DJ Basin and Marcellus Shale, in the deepwater Gulf of Mexico, offshore Eastern Mediterranean, and offshore West Africa. Noble Energy is listed on the New York Stock Exchange and is traded under the ticker symbol NBL. Further information is available at www.nobleenergyinc.com.
This news release contains certain "forward-looking statements" within the meaning of federal securities law. Words such as "anticipates," "believes," "expects," "intends," "will," "should," "may," and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Energy's current views about future events. No assurances can be given that the forward-looking statements contained in this news release will occur as projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, the ability of management to execute its plans to meet its goals, competition, government regulation or other actions, and other risks inherent in Noble Energy's business that are discussed in its most recent annual report on Form 10-K and in other reports on file with the Securities and Exchange Commission. These reports are also available from Noble Energy's offices or website, http://www.nobleenergyinc.com. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Noble Energy does not assume any obligation to update forward-looking statements should circumstances or management's estimates or opinions change.








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