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 28, 2015
 
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.
At the annual meeting of stockholders of Noble Energy, Inc. (the “Company”) held on April 28, 2015, the Company's stockholders approved: (i) an amendment and restatement of the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (the “1992 Plan”) to increase the number of shares of the Company's common stock authorized for issuance under the plan from 71.6 million to 77.4 million; and (ii) the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc. (the “2015 Plan”).
A summary of the material terms of the 1992 Plan is set forth on pages 30 through 34 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2015 and is incorporated herein by reference.
A summary of the material terms of the 2015 Plan is set forth on pages 35 through 38 of the Company's definitive proxy statement and is incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
At the Company's annual meeting of stockholders, holders of an aggregate of 387,854,230 shares of the Company’s common stock at the close of business on March 4, 2015, were entitled to vote at the meeting, of which 349,606,024, or approximately 90.14% 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 ten nominees as members of the Board of Directors of the Company to serve until the next annual meeting of the Company’s stockholders:
Name
 
For
 
Against
 
Abstain
 
Broker
Non-Vote
Jeffrey L. Berenson
 
332,506,057

 
1,034,111

 
262,242

 
15,803,614

Michael A. Cawley
 
330,411,149

 
2,235,063

 
1,156,198

 
15,803,614

Edward F. Cox
 
330,683,714

 
1,961,729

 
1,156,967

 
15,803,614

Thomas J. Edelman
 
332,075,794

 
1,474,854

 
251,762

 
15,803,614

Eric P. Grubman
 
333,350,953

 
240,353

 
211,104

 
15,803,614

Kirby L. Hedrick
 
331,152,774

 
1,482,658

 
1,166,978

 
15,803,614

David L. Stover
 
332,041,099

 
518,359

 
1,242,952

 
15,803,614

Scott D. Urban
 
333,396,605

 
185,389

 
220,416

 
15,803,614

William T. Van Kleef
 
333,288,954

 
252,335

 
261,121

 
15,803,614

Molly K. Williamson
 
332,613,390

 
929,134

 
259,886

 
15,803,614


Proposal #2 - To ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year 2015:

For
 
Against    
 
Abstain    
348,445,699
 
860,214
 
300,111


Proposal #3 - To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers:

For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
326,636,214
 
6,868,330
 
297,866
 
15,803,614


Proposal #4 - To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 500 million to 1 billion:






For
 
Against    
 
Abstain    
312,877,571
 
36,502,105
 
226,348



Proposal #5 - To approve an amendment and restatement of the Company's 1992 Stock Option and Restricted Stock Plan to increase the number of shares of common stock authorized for issuance under the plan from 71.6 million to 77.4 million:

For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
323,943,186
 
9,662,045
 
197,179
 
15,803,614



Proposal #6 - To approve a 2015 Stock Plan for Non-Employee Directors, replacing a substantially similar plan that expired under its own terms:

For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
325,047,346
 
8,546,646
 
208,418
 
15,803,614

Proposal #7 - To consider a stockholder proposal calling for the Company to amend its bylaws to allow eligible stockholders to include their own nominees for director in the Company's proxy materials, if properly presented at the meeting:

For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
141,242,669
 
192,278,654
 
281,087
 
15,803,614

Proposal #8 - To consider a stockholder proposal calling for the Company to prepare a report outlining the impact climate change might have on its business plans, if properly presented at the meeting:

For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
51,557,602
 
202,021,827
 
80,222,981
 
15,803,614


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 29, 2015
 
 
 
By:  
 
/s/ Aaron G. Carlson
 
 
 
 
 
 
Aaron G. Carlson
 
 
 
 
 
 
Associate General Counsel and Assistant Secretary



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