NBL 2013 Form 8-K Proxy Vote


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, 2013
 
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.)
 
 
100 Glenborough Drive, Suite 100
Houston, Texas
 
 
 
77067
(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))





Item 5.07. Submission of Matters to a Vote of Security Holders.
Noble Energy, Inc. (the “Company”) held its annual meeting of stockholders on Tuesday, April 23, 2013 at 9:30 a.m. central time in The Woodlands, Texas. Holders of an aggregate of 180,396,113 shares of the Company’s common stock at the close of business on March 6, 2013, were entitled to vote at the meeting, of which 164,992,861, or approximately 91.46% 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 named in the proxy statement as members of the Company’s Board of Directors: 
Name
 
For
 
Against
 
Abstain
 
Broker
Non-Vote
Jeffrey L. Berenson
 
156,257,745

 
547,733

 
798,467

 
7,388,916

Michael A. Cawley
 
155,579,770

 
1,225,659

 
798,516

 
7,388,916

Edward F. Cox
 
155,836,355

 
979,825

 
787,765

 
7,388,916

Charles D. Davidson
 
153,859,081

 
3,206,772

 
538,092

 
7,388,916

Thomas J. Edelman
 
155,979,907

 
836,490

 
787,548

 
7,388,916

Eric P. Grubman
 
156,526,483

 
277,443

 
800,019

 
7,388,916

Kirby L. Hedrick
 
156,247,605

 
557,438

 
798,902

 
7,388,916

Scott D. Urban
 
156,535,075

 
269,211

 
799,659

 
7,388,916

William T. Van Kleef
 
156,406,269

 
403,071

 
794,605

 
7,388,916

Molly K. Williamson
 
157,297,505

 
151,209

 
155,231

 
7,388,916

Proposal #2 – To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year 2013: 
For
 
Against    
 
Abstain    
163,926,677
 
818,758
 
247,426
Proposal #3 – To approve, in a nonbinding advisory vote, the compensation of the Company’s named executive officers: 
For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
155,153,416
 
2,106,044
 
344,485
 
7,388,916
Proposal #4 – To approve an amendment and restatement of the Company’s 1992 Stock Option and Restricted Stock Plan to increase the number of shares authorized for issuance under the plan from 31,000,000 to 35,800,000:
For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
151,983,747
 
5,426,860
 
193,338
 
7,388,916
Proposal #5 – To approve an amendment to the Company’s Certificate of Incorporation to establish Delaware as the exclusive forum for resolving derivative and certain other disputes: 
For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
114,151,105
 
43,276,940
 
175,900
 
7,388,916
Proposal #6 – To approve an amendment to the Company’s By-Laws to (a) clarify that broker non-votes and abstentions count toward a quorum but are not considered a vote for or against a proposal, (b) allow the Board of Directors to fix separate record dates for determining stockholders entitled to notice of, and to vote at, meetings and (c) increase the age after which directors will not be eligible to be nominated for election from 70 to 75 years:
For
 
Against    
 
Abstain    
 
Broker
    Non-Vote    
156,943,890
 
484,667
 
175,388
 
7,388,916





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, 2013
 
 
 
By:  
 
/s/ Kenneth M. Fisher
 
 
 
 
 
 
Kenneth M. Fisher
 
 
 
 
 
 
Senior Vice President, Chief Financial Officer