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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): May 2, 2023
__________________________________________
NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
England and Wales 001-41520 98-1644664
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. employer identification no.)
13135 Dairy Ashford,Suite 800,Sugar Land,Texas77478
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: 281 276-6100
__________________________________________
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per shareNENew York Stock Exchange
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 ☐
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. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2023, Noble Corporation plc, a company incorporated in England and Wales (“Noble” or the "Company"), held an annual general meeting of the shareholders of Noble (the “Meeting”).

As of March 23, 2023, the record date for the Meeting, the total voting rights in Noble were 134,820,112 A Ordinary Shares, par value $0.00001 per share ("Shares"). At the Meeting, by proxy, 105,192,078 Shares were validly cast, representing approximately 78.02% of the outstanding Shares entitled to vote at the Meeting.

The specific voting results for the proposals, each of which is described in greater detail in Noble’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 23, 2023, follow below:

Resolution 1: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Robert W. Eifler
96,697,047 547,759 408,009 7,539,263 

Resolution 2: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Claus V. Hemmingsen
96,088,163 1,156,093 408,559 7,539,263 

Resolution 3: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Alan J. Hirshberg
95,294,148 1,949,905 408,762 7,539,263 

Resolution 4: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Kristin H. Holth
96,551,203 693,002 408,610 7,539,263 

Resolution 5: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Alastair Maxwell
97,071,202 173,015 408,598 7539263

Resolution 6: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Ann D. Pickard
92,593,337 4,650,964 408,514 7,539,263 







Resolution 7: The following individual was elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2024:

Nominee
For
Against
Abstain
Broker Non-Votes
Charles M. Sledge
96,095,185 1,149,130 408,500 7,539,263 

Resolution 8: The resolution to ratify the appointment of PricewaterhouseCoopers LLP (US) as the Company’s independent registered public accounting firm for fiscal year 2023 was approved.

For
Against
Abstain
Broker Non-Votes
102,666,738 2,118,027 407,313 — 

Resolution 9: The resolution to re-appoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the conclusion of the 2024 annual general meeting of shareholders was approved.

For
Against
Abstain
Broker Non-Votes
101,719,954 3,066,178 405,946 — 

Resolution 10: The resolution authorizing the Company’s audit committee to determine the UK statutory auditors’ compensation was approved.

For
Against
Abstain
Broker Non-Votes
103,680,658 1,084,925 426,495 — 

Resolution 11: The resolution 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
96,849,792 384,057 418,966 7,539,263 

Resolution 12: The resolution to approve, on an advisory basis, the ongoing frequency of advisory votes on executive compensation was approved for “every year”.

One Year
Two Years
Three Years
Abstain
95,827,292 15,364 980,696 829,463 

Resolution 13: The resolution to approve, on an advisory basis, the directors’ compensation report, which is set out in the annual report and accounts of the Company for the year ended December 31, 2022 was approved.

For
Against
Abstain
Broker Non-Votes
96,782,215 439,763 430,837 7,539,263 

Resolution 14: The resolution to approve, the Company’s directors’ compensation policy, which is set out within the directors’ compensation report in the annual report and accounts of the Company for the year ended December 31, 2022 was approved.

For
Against
Abstain
Broker Non-Votes
96,635,515 605,133 412,167 7,539,263 




As a consequence of the Board of Director’s recommendation to shareholders voting at the Meeting that the Company hold a shareholder advisory vote on executive compensation every year as well as the results of the advisory vote at the Meeting (see results for resolution #12, above), the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the shareholders of the Company.

(d)    Exhibits
EXHIBIT
NUMBERDESCRIPTION
Exhibit 104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.



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.
 
  NOBLE CORPORATION plc
Date:May 3, 2023  By: /s/ Jennie Howard
 Jennie Howard
 Senior Vice President, General Counsel and and Corporate Secretary