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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 21, 2024
__________________________________________
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
Tranche 1 Warrants of Noble Corporation plcNE WSNew York Stock Exchange
Tranche 2 Warrants of Noble Corporation plcNE WSANew 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
First Amendment to the Noble Corporation plc 2022 Long-Term Incentive Plan. On May 21, 2024, Noble Corporation plc, a company incorporated in England and Wales (“Noble”), held an annual general meeting of the shareholders of Noble (the “Meeting”). At the Meeting, the stockholders of Noble approved the First Amendment to the Noble Corporation plc 2022 Long-Term Incentive Plan (the "Amendment"), as summarized in our definitive proxy statement for the Meeting filed with the U.S. Securities and Exchange Commission on April 10, 2024 (the "Proxy Statement"). The Amendment previously had been approved, subject to stockholder approval, by the board of directors of Noble.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
As of March 19, 2024, the record date for the Meeting, the total voting rights in Noble were 142,813,860 A Ordinary Shares, par value $0.00001 per share ("Shares"). At the Meeting, by proxy, 124,353,421 Shares were validly cast, representing approximately 87.07% 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 the Proxy Statement, follow below:
1.Resolution 1: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Robert W. Eifler120,541,46364,4606,1553,741,343
2.Resolution 2: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Claus V. Hemmingsen108,942,17411,663,8926,0123,741,343
3.Resolution 3: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Alan J. Hirshberg118,075,4262,530,4996,1533,741,343
4.Resolution 4: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Kristin H. Holth119,957,707648,4415,9303,741,343
5.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 2025:
NomineeForAgainstAbstainBroker Non-Votes
H. Keith Jennings120,553,92552,1486,0053,741,343
6.Resolution 6: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Alastair Maxwell120,542,92763,2185,9333,741,343



7.Resolution 7: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Ann D. Pickard107,344,91113,261,2335,9343,741,343
8.Resolution 8: The following individual was re-elected to the Company’s Board of Directors for a one-year term that will expire at the annual general meeting in 2025:
NomineeForAgainstAbstainBroker Non-Votes
Charles M. Sledge117,997,7902,608,1366,1523,741,343
9.Resolution 9: The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was approved.
ForAgainstAbstainBroker Non-Votes
118,270,1526,078,9994,270—
10.Resolution 10: The resolution to re-appoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors until the 2025 annual general meeting of shareholders was approved.
ForAgainstAbstainBroker Non-Votes
114,306,62410,042,6544,143—
11.Resolution 11: The resolution authorizing the Audit Committee to Determine UK Statutory Auditors’ Remuneration was approved.
ForAgainstAbstainBroker Non-Votes
123,778,765568,9965,660—
12.Resolution 12: The resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved
ForAgainstAbstainBroker Non-Votes
109,681,2712,723,9158,206,8923,741,343
13.Resolution 13: The resolution to approve the Directors’ Remuneration Report was approved.
ForAgainstAbstainBroker Non-Votes
109,796,1667,569,3163,246,5963,741,343
14.Resolution 14: The resolution to approve an Amendment to the Noble Corporation plc 2022 Long-Term Incentive Plan was approved.
ForAgainstAbstainBroker Non-Votes
119,303,8231,298,3459,9103,741,343
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits
EXHIBIT
NUMBERDESCRIPTION
10.1*
Exhibit 104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
* Management contract or compensatory plan or arrangement.



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 21, 2024  By: /s/ Jennie Howard
 Jennie Howard
 Senior Vice President, General Counsel and Corporate Secretary



v3.24.1.1.u2
Cover
May 21, 2024
Document Information [Line Items]  
Document Type 8-K
Entity Registrant Name NOBLE CORPORATION plc
Entity Central Index Key 0001895262
Amendment Flag false
Entity Incorporation, State or Country Code X0
Entity File Number 001-41520
Entity Tax Identification Number 98-1644664
Entity Address, Address Line One 13135 Dairy Ashford,
Entity Address, Address Line Two Suite 800,
Entity Address, City or Town Sugar Land,
Entity Address, Country TX
Entity Address, Postal Zip Code 77478
City Area Code 281
Local Phone Number 276-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Document Period End Date May 21, 2024
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security A Ordinary Shares, par value $0.00001 per share
Trading Symbol NE
Security Exchange Name NYSE
Tranche 2 Warrants  
Document Information [Line Items]  
Title of 12(b) Security Tranche 2 Warrants of Noble Corporation plc
Trading Symbol NE WSA
Security Exchange Name NYSE
Tranche 1 Warrants  
Document Information [Line Items]  
Title of 12(b) Security Tranche 1 Warrants of Noble Corporation plc
Trading Symbol NE WS
Security Exchange Name NYSE
Noble (NYSE:NE)
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