Noble Corporation (NE) investors approve directors, auditors and share issuance powers

Rhea-AI Filing Summary

Noble Corporation plc reported the results of its April 29, 2026 annual general meeting, where shareholders approved all 15 resolutions presented. Shareholders elected or re-elected all Board nominees to serve until the 2027 meeting, with most directors receiving more than 135 million votes in favor.

PricewaterhouseCoopers LLP was ratified as Noble’s independent registered public accounting firm for fiscal 2026 and re-appointed as UK statutory auditors, and its remuneration authority was confirmed. Shareholders also approved advisory votes on executive compensation and the Directors’ Remuneration Report and Policy, and authorized the Board to allot shares and to do so without pre-emption rights.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Erik Bergöö: 135,694,312 votes Votes for Robert W. Eifler: 135,718,951 votes Auditor ratification votes: 133,395,653 votes for +5 more

8 metrics

Votes for Erik Bergöö 135,694,312 votes Election to Board, term expiring at 2027 AGM

Votes for Robert W. Eifler 135,718,951 votes Re-election to Board, term expiring at 2027 AGM

Auditor ratification votes 133,395,653 votes for Ratification of PwC as independent registered public accounting firm for 2026

UK auditor re-appointment votes 133,445,634 votes for Re-appointment of PwC as UK statutory auditors until 2027 AGM

Say-on-pay votes for NEO compensation 127,864,638 votes for Advisory vote on named executive officer compensation

Authority to allot shares 114,921,876 votes for Resolution authorizing Board to allot shares

Allot shares without pre-emption 114,320,989 votes for Resolution to allot shares without rights of pre-emption

Company phone number 281 276-6100 Registrant’s telephone number

Key Terms

broker non-votes, independent registered public accounting firm, UK statutory auditors, Directors’ Remuneration Report, +2 more

6 terms

broker non-votes financial

"Erik Bergöö | 135,694,312 | 54,883 | 115,334 | 5,359,210"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

UK statutory auditors financial

"re-appoint PricewaterhouseCoopers LLP as the Company’s UK statutory auditors, until the annual general meeting in 2027"

Directors’ Remuneration Report financial

"approve, by advisory vote, the Directors’ Remuneration Report (other than the part containing the directors’ remuneration policy)"

Directors’ Remuneration Policy financial

"approve the Directors’ Remuneration Policy (contained within the Directors’ Remuneration Report)"

rights of pre-emption financial

"authorize the Board of Director to allot shares without rights of pre-emption"

Understanding 8-K Material Events →

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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): 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

FAQ

What did Noble Corporation plc (NE) shareholders approve at the 2026 annual meeting?

Shareholders approved all 15 resolutions, including election and re-election of directors, ratification and re-appointment of PricewaterhouseCoopers LLP as auditors, advisory approval of executive compensation and remuneration reports, and authorizations for the Board to allot shares and do so without pre-emption rights.

Which directors were elected or re-elected to Noble Corporation plc’s Board in 2026?

Shareholders elected Erik Bergöö and re-elected Patrice Douglas, Robert W. Eifler, Claus V. Hemmingsen, Alan J. Hirshberg, H. Keith Jennings, and Charles M. Sledge, each for terms expiring at the 2027 annual general meeting, with strong majorities of votes cast in favor for every nominee.

How did Noble Corporation plc shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 127,864,638 votes for, 2,809,705 against, and 5,190,186 abstentions, plus 5,359,210 broker non-votes. They also approved the Directors’ Remuneration Report and the separate Directors’ Remuneration Policy resolutions.

What audit-related resolutions did Noble Corporation plc (NE) shareholders approve?

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026 with 133,395,653 votes for, and re-appointed it as UK statutory auditors with 133,445,634 votes for. They also authorized the Audit Committee to determine the UK auditors’ remuneration by a large majority of votes.

Did Noble Corporation plc shareholders authorize the Board to issue additional shares?

Yes. Shareholders approved authorizing the Board to allot shares with 114,921,876 votes for and to allot shares without rights of pre-emption with 114,320,989 votes for. These authorities give the Board flexibility for future equity issuance within the limits set by the approved resolutions.

When was Noble Corporation plc’s 2026 annual general meeting held and where is it incorporated?

The annual general meeting took place on April 29, 2026. Noble Corporation plc is incorporated in England and Wales, with its principal executive offices located at 2101 CityWest Boulevard, Suite 600, Houston, Texas, as disclosed in the filing’s company information section.

Filing Exhibits & Attachments

4 documents

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