SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2017
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
1001 Noble Energy Way,
(Address of principal executive offices)
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:
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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director.
On October 24, 2017, the board of directors (the “Board”) of Noble Energy, Inc. (the “Company”) elected Holli C. Ladhani as a member of the Board effective as of October 26, 2017 to serve until the next meeting of the Company’s stockholders, at which time she will stand for reelection. As of the date of this report, Ms. Ladhani has not been appointed to any committee of the Company’s Board. The Company will file an amendment to this report to disclose any such appointment within four business days after the information is determined or becomes available.
In connection with her election as a non-employee director, Ms. Ladhani will receive an annual retainer of $85,000 (pro rated for her period of service) and a one-time grant of restricted stock with an aggregate value of $250,000 under the Company’s 2015 Stock Plan for Non-Employee Directors. Ms. Ladhani also entered into the Company’s customary form of indemnity agreement on October 26, 2017 upon the effective date of her election to the Board.
Ms. Ladhani was not appointed pursuant to any arrangement or understanding with any other person and there are no family relationships between Ms. Ladhani and the other directors or executives of the Company. There are no transactions with Ms. Ladhani that would be reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Ladhani’s election to the Board is attached to this report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished as part of this report on Form 8-K.
99.1 Press release dated October 30, 2017.
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.
October 30, 2017
/s/ Aaron G. Carlson
Aaron G. Carlson
INDEX TO EXHIBITS
NOBLE ENERGY ANNOUNCES ELECTION OF HOLLI C. LADHANI TO BOARD OF DIRECTORS
HOUSTON (October 30, 2017) - Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”) announced today the election of Holli C. Ladhani to its Board of Directors, effective October 26, 2017.
Ms. Ladhani is Chairman, President and Chief Executive Officer of Rockwater Energy Solutions, Inc. (“Rockwater”), a leading provider of comprehensive water management solutions to the unconventional oil and gas industry. She has served as President and Chief Executive Officer since June 2015 and became Chairman in February 2017. She originally joined Rockwater in 2011 as its Chief Financial Officer. Rockwater is expected to close a merger with Select Energy Services, Inc. (“Select”), a publicly-traded water solutions company, in the fourth quarter of 2017, at which time Ms. Ladhani will serve as the President and Chief Executive Officer of Select. Prior to joining Rockwater, Ms. Ladhani served as Chief Financial Officer of Dynegy Inc. (“Dynegy”), and held various other leadership positions within Dynegy. In addition, Ms. Ladhani also held positions of increasing responsibility
at PricewaterhouseCoopers LLP. She holds a B.A. in Accounting from Baylor University and an M.B.A (Jones Scholar) from Rice University.
Noble Energy’s Chairman, President and CEO, David L. Stover, commented: “On behalf of Noble Energy’s board, we welcome Holli to the Noble Energy team and look forward to her contributions as a director. Her executive leadership experience, together with her expertise in energy services and finance, will be invaluable in our boardroom.”
Noble Energy (NYSE: NBL) is an independent oil and natural gas exploration and production company with a diversified high-quality portfolio of both U.S. unconventional and global offshore conventional assets spanning three continents. Founded more than 80 years ago, the company is committed to safely and responsibly delivering our purpose: Energizing the World, Bettering People’s Lives®. For more information, visit www.nblenergy.com.