Noble Corp plc

0001895262 false 0001895262 2026-04-29 2026-04-29 0001895262 us-gaap:CommonStockMember 2026-04-29 2026-04-29 0001895262 ne:Tranche1WarrantsMember 2026-04-29 2026-04-29 0001895262 ne:Tranche2WarrantsMember 2026-04-29 2026-04-29 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 29, 2026 __________________________________________ 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.) 2101 CityWest Boulevard, Suite 600, Houston, Texas 77042 (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 class Trading Symbol(s) Name of each exchange on which registered A Ordinary Shares, par value $0.00001 per share NE New York Stock Exchange Tranche 1 Warrants of Noble Corporation plc NE WS New York Stock Exchange Tranche 2 Warrants of Noble Corporation plc NE WSA New 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 April 29, 2026, 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”). 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 16, 2026, follow below: 1. Resolution 1 : The following individual was elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes Erik Bergöö 135,694,312 54,883 115,334 5,359,210 2. Resolution 2 : The following individual was re-elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes Patrice Douglas 135,694,034 55,671 114,824 5,359,210 3. Resolution 3 : The following individual was re-elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes Robert W. Eifler 135,718,951 30,292 115,286 5,359,210 4. Resolution 4 : The following individual was re-elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes Claus V. Hemmingsen 133,770,949 1,977,577 116,003 5,359,210 5. Resolution 5 : The following individual was re-elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes Alan J. Hirshberg 134,581,618 1,167,558 115,353 5,359,210 6. Resolution 6 : The following individual was re-elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes H. Keith Jennings 135,715,822 33,345 115,362 5,359,210 7. Resolution 7 : The following individual was re-elected to the Company’s Board of Directors for a term that will expire at the annual general meeting in 2027: Nominee For Against Abstain Broker Non-Votes Charles M. Sledge 131,655,872 4,092,369 116,288 5,359,210 8. Resolution 8 : The resolution to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved. For Against Abstain Broker Non-Votes 133,395,653 7,720,864 107,222 — 9. Resolution 9 : The resolution to re-appoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors, until the annual general meeting in 2027, was approved. For Against Abstain Broker Non-Votes 133,445,634 7,739,654 38,451 — 10. Resolution 10 : The resolution authorizing the Audit Committee to determine the remuneration of the Company’s UK Statutory Auditors was approved. For Against Abstain Broker Non-Votes 140,230,276 945,236 48,227 — 11. Resolution 11 : The resolution to approve, by advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved. For Against Abstain Broker Non-Votes 127,864,638 2,809,705 5,190,186 5,359,210 12. Resolution 12 : The resolution to approve, by advisory vote, the Directors’ Remuneration Report (other than the part containing the directors’ remuneration policy) was approved. For Against Abstain Broker Non-Votes 132,991,457 2,759,908 113,164 5,359,210 13. Resolution 13 : The resolution to approve the Directors’ Remuneration Policy (contained within the Directors’ Remuneration Report) was approved. For Against Abstain Broker Non-Votes 134,177,570 1,584,568 102,391 5,359,210 14. Resolution 14 : The resolution to authorize the Board of Directors to allot shares was approved. For Against Abstain Broker Non-Votes 114,921,876 26,241,026 60,837 — 15. Resolution 15 : The resolution to authorize the Board of Director to allot shares without rights of pre-emption was approved. For Against Abstain Broker Non-Votes 114,320,989 26,841,561 61,189 — 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: April 30, 2026 By: /s/ Jennie Howard Jennie Howard Senior Vice President, General Counsel and Corporate Secretary