UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2011
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
| Switzerland | 000-53604 | 98-0619597 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| Dorfstrasse 19A Baar, Switzerland |
6340 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 41 (41) 761-65-55
(Former name or former address, 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2011 annual general meeting of the shareholders of Noble Corporation, a Swiss corporation
(the “Company”), was held on April 29, 2011. Matters voted on at the annual general meeting and
the results thereof were as follows:
| (1) | Proposal 1: Election of directors. The following individuals were elected to the Company’s
Board of Directors for a three-year term that will expire in 2014: |
| Nominee | For | Withhold | Broker Non-Votes | |||||||||
Lawrence J. Chazen |
173,974,866 | 6,784,837 | 22,698,980 | |||||||||
Jon A. Marshall |
174,775,025 | 5,984,678 | 22,698,980 | |||||||||
Mary P. Ricciardello |
175,269,947 | 5,489,756 | 22,698,980 | |||||||||
| (2) | Proposal 2: The proposal to approve the 2010 Annual Report, the consolidated financial
statements of the Company for fiscal year 2010 and the statutory financial statements of the
Company for fiscal year 2010 was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
202,939,320
|
266,905 | 252,457 | — |
| (3) | Proposal 3: The proposal to create a reserve through appropriation of retained earnings was
approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 202,733,645 | 436,802 | 288,236 | — |
| (4) | Proposal 4: The proposal to approve a capital reduction by cancellation of certain shares
held in treasury was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 180,404,010 | 167,586 | 188,107 | 22,698,980 |
| (5) | Proposal 5: The proposal to extend the Board of Directors’ authority to issue authorized
share capital was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 166,570,740 | 36,432,562 | 449,823 | — |
| (6) | Proposal 6: The proposal to approve a return of capital in the form of a par value reduction
was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 202,843,143 | 373,143 | 242,394 | — |
| (7) | Proposal 7: The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for fiscal year 2011 and to elect
PricewaterhouseCoopers AG as the Company’s statutory auditor for a one-year term was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 201,132,191 | 2,087,942 | 238,550 | — |
| (8) | Proposal 8: The proposal to discharge the members of the Board of Directors and the
executive officers for fiscal year 2010 was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 200,790,142 | 1,819,068 | 848,875 | — |
| (9) | Proposal 9: The proposal to approve, on an advisory basis, the compensation of the Company’s
named executive officers as disclosed in the proxy statement was approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 105,370,216 | 75,085,381 | 301,155 | 22,701,931 |
| (10) | Proposal 10: The Company’s shareholders cast their votes with respect to the advisory vote
on the frequency of future advisory votes on executive compensation as set forth below: |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 133,367,033 | 1,327,108 | 45,405,235 | 660,327 | 22,698,980 |
The Board of Directors will evaluate the results of this non-binding advisory vote and make
a determination as to whether the Company will submit future advisory votes on executive
compensation every one, two or three years. The Company will amend this Current Report on
Form 8-K to provide information regarding such determination. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2011
| NOBLE CORPORATION, a Swiss corporation |
||||
| By: | /s/ Julie J. Robertson | |||
| Julie J. Robertson | ||||
| Executive Vice President and Corporate Secretary | ||||