Document


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 25, 2017

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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))
Indicate by check mark whether the registrant is an emerging growth company 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 o
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. o






Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Noble Energy, Inc. (the “Company”) annual meeting of stockholders on April 25, 2017 (the “Annual Meeting”), holders of an aggregate of 435,481,893 shares of the Company’s common stock at the close of business on February 24, 2017, were entitled to vote at the meeting, of which 396,779,111, or approximately 91.11% 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 (the “Board”) 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
369,351,265

5,941,526

7,187,678

14,298,642

Michael A. Cawley
364,645,456

10,648,873

7,186,140

14,298,642

Edward F. Cox
367,637,365

7,655,562

7,187,542

14,298,642

James E. Craddock
246,233,804

135,934,259

312,406

14,298,642

Thomas J. Edelman
376,029,654

6,244,099

206,716

14,298,642

Kirby L. Hedrick
375,460,958

6,743,240

276,271

14,298,642

David L. Stover
375,259,786

6,235,275

985,408

14,298,642

Scott D. Urban
379,534,509

2,677,413

268,547

14,298,642

William T. Van Kleef
377,499,049

4,755,710

225,710

14,298,642

Molly K. Williamson
377,927,515

4,342,358

210,596

14,298,642


Proposal #2 - To ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year 2017:

For
Against
Abstain
394,427,025
2,055,301
296,785

Proposal #3 - To approve, in an advisory vote, executive compensation:

For
Against
Abstain
Broker Non-Vote
372,799,609
9,185,598
495,262
14,298,642

Proposal #4 - To approve, in an advisory vote, the frequency of stockholder vote on executive compensation:

One Year
Two Years
Three Years
Abstain
Broker Non-Vote
351,223,694
240,329
30,831,876
184,570
14,298,642
On April 25, 2017, following the Annual Meeting, the Board determined that the advisory vote on executive compensation would be held every year until the next vote on the frequency of such advisory vote on executive compensation, which is required to occur no later than the Company's 2023 annual meeting of stockholders.

Proposal #5 - To approve the 2017 Long-Term Incentive Plan:

For
Against
Abstain
Broker Non-Vote
361,834,276
20,459,030
187,163
14,298,642







Proposal #6 - To consider a stockholder proposal requesting a published assessment of climate change policy impacts, if properly presented at the meeting:

For
Against
Abstain
Broker Non-Vote
85,891,577
271,889,558
24,699,334
14,298,642




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 26, 2017
 
 
By: 
 
/s/ Aaron G. Carlson
 
 
 
 
 
 
Aaron G. Carlson
 
 
 
 
 
 
Vice President, Deputy General Counsel and Assistant Secretary