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 27, 2020
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2020, Noble Energy, Inc. (the “Company”) adopted the 2020 Executive Severance Plan (the “Severance Plan”), in which the Company’s executive officers may participate.
Previously, the Company’s executive officers were eligible to participate in the Company’s 2016 Severance Benefit Plan. The Severance Plan is intended to support Company executives (each a “participant”) in exercising their judgment and performing their responsibilities in the best interest of the Company without potential distraction that might otherwise arise from concerns regarding personal circumstances. For the Severance Plan, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors consulted with the independent compensation consultant, Meridian Compensation Partners, LLC, to develop market-based severance benefits that reflect broader U.S. industry practices and are competitive within the oil and gas industry.
The Severance Plan provides the following severance benefits if an eligible participant’s employment with the Company is terminated by the Company other than for “cause,” the participant resigns with “good reason,” or due to the participant’s “disability” (each term as defined in the Severance Plan):
(1) Cash Severance. A cash severance amount equal to (x) the sum of the participant’s annual base salary and target annual cash bonus as in effect immediately before the termination of employment, (y) divided by 12, and (z) multiplied by the participant’s “applicable factor,” which is 24 for the Chief Executive Officer, 18 for the Chief Operating Officer and the Chief Financial Officer and 12 for Senior Vice Presidents.
(2) Pro Rata Bonus. A pro rata portion of the participant’s annual bonus for the year of termination, determined based solely on Company performance and prorated for the number of days the participant was employed with the Company during the year.
(3) Cash in Lieu of Welfare Benefits. A cash amount equal to (x) the participant’s “applicable factor” multiplied by (y) the employer’s monthly portion of the cost of continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for medical and dental benefit coverage for the participant and the participant’s dependents as elected by the participant as of immediately prior to the participant’s termination of employment.
(4) Outplacement Services. Outplacement services with a maximum value of $7,500.
(5) Accelerated Vesting of Certain Long-Term Incentive Awards. Generally, any long-term incentive award that would have otherwise vested during the year following the termination of employment would vest, with any performance-based long-term incentive awards vesting based on the extent to which performance conditions are achieved. Long-term incentive awards that would otherwise have vested beyond one year following the termination of employment would be forfeited. The exercise period of any stock option would be extended to the fifth anniversary of the participant’s termination of employment, or, if sooner, the original expiration date of the option.
Receipt of severance benefits are subject to the participant’s execution of a release of any claims against the Company and compliance with restrictive covenants, including non-competition and non-solicitation covenants.
The foregoing description of the Severance Plan is only a summary and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company annual meeting of shareholders on April 28, 2020 (the “Annual Meeting”), holders of an aggregate of 485,039,905 shares of the Company’s common stock at the close of business on March 2, 2020, were entitled to vote at the meeting, of which 432,995,933, or approximately 89.3% of the eligible voting shares, were represented in person or by proxy. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s annual proxy statement, are as follows:
Proposal #1 - To elect the nine nominees as members of the Board of Directors of the Company to serve until the next annual meeting of the Company’s shareholders:
Name | For | Against | Abstain | Broker Non-Vote | ||||
Jeffrey L. Berenson | 399,151,823 | 13,312,655 | 135,426 | 20,396,029 | ||||
James E. Craddock | 345,422,829 | 67,035,355 | 141,720 | 20,396,029 | ||||
Barbara J. Duganier | 409,987,762 | 2,464,456 | 147,686 | 20,396,029 | ||||
Thomas J. Edelman | 377,974,271 | 34,440,926 | 184,707 | 20,396,029 | ||||
Holli C. Ladhani | 386,107,202 | 26,352,336 | 140,366 | 20,396,029 | ||||
David L. Stover | 396,158,306 | 15,581,220 | 860,378 | 20,396,029 | ||||
Scott D. Urban | 393,455,189 | 18,972,102 | 172,613 | 20,396,029 | ||||
William T. Van Kleef | 404,514,626 | 7,897,819 | 187,459 | 20,396,029 | ||||
Martha B. Wyrsch | 408,761,201 | 3,618,725 | 219,978 | 20,396,029 | ||||
Proposal #2 - To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year 2020:
For | Against | Abstain |
430,150,525 | 2,693,806 | 146,602 |
Proposal #3 - To approve, in an advisory vote, executive compensation:
For | Against | Abstain | Broker Non-Vote |
318,853,839 | 93,574,254 | 171,811 | 20,396,029 |
Proposal #4 - To approve the 2020 Long-Term Incentive Plan:
For | Against | Abstain | Broker Non-Vote |
394,378,595 | 18,103,271 | 118,038 | 20,396,029 |
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: | May 1, 2020 | By: | /s/ Kenneth M. Fisher | ||
Kenneth M. Fisher | |||||
Executive Vice President, Chief Financial Officer | |||||