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 23, 2019

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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 shareholders on April 23, 2019 (the “Annual Meeting”), holders of an aggregate of 483,584,388 shares of the Company’s common stock at the close of business on February 22, 2019, were entitled to vote at the meeting, of which 438,616,810, or approximately 90.7% 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 (the “Board”) 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
407,091,302

6,820,687

222,326

24,482,495

Michael A. Cawley
401,810,155

12,097,363

226,797

24,482,495

James E. Craddock
306,928,938

106,980,771

224,606

24,482,495

Barbara J. Duganier
411,739,139

2,155,224

239,952

24,482,495

Thomas J. Edelman
403,876,698

9,994,002

263,615

24,482,495

Holli C. Ladhani
390,959,440

22,934,635

240,240

24,482,495

David L. Stover
403,548,923

10,357,367

228,025

24,482,495

Scott D. Urban
406,625,779

7,283,582

224,954

24,482,495

William T. Van Kleef
407,864,953

6,047,253

222,109

24,482,495


Proposal #2 - To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year 2019:

For
Against
Abstain
435,171,730
3,210,749
234,331

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

For
Against
Abstain
Broker Non-Vote
336,700,975
76,530,863
902,477
24,482,495

Proposal #4 - To approve amendment and restatement of the 2017 Long-Term Incentive Plan to authorize additional shares:

For
Against
Abstain
Broker Non-Vote
385,075,990
28,839,970
218,355
24,482,495
















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 24, 2019
 
 
By: 
 
/s/ Rachel G. Clingman
 
 
 
 
 
 
Rachel G. Clingman
 
 
 
 
 
 
Senior Vice President, General Counsel and Corporate Secretary