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): July 27, 2006
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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| CAYMAN ISLANDS
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001-31306
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98-0366361 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
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(I.R.S. Employer
Identification No.) |
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13135 South Dairy Ashford, Suite 800
Sugar Land, Texas
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77478 |
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 276-6100
(Former name or former address, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
The Compensation Committee of the Board of Directors (the “Board of Directors”) of Noble
Corporation (the “Company”) recommended, and the full Board of Directors approved, increases in
compensation payable to non-employee members of the Board of Directors, effective as of the
meetings of the Board of Directors and Board Committees held on July 27 and July 28, 2006. The
increases in compensation are as follows:
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the annual fee payable to the Chair of the Audit Committee was increased
to $15,000 from $12,000; |
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the Audit Committee meeting fee was increased to $2,500 per meeting from
$2,000 per meeting; and |
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the annual fee payable to the Chair of the Compensation Committee was
increased to $12,500 from $10,000. |
Each of the foregoing annual fees is paid in four quarterly pro-rata installments. A summary of
the compensation arrangements of the Company’s non-employee directors reflecting these changes is
attached as Exhibit 10.1 to this Current Report on Form 8-K.
The Compensation Committee of the Board of Directors, from time to time, reviews the
compensation of the Company’s directors in determining the appropriate level of compensation for
the Company’s directors.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(d) Election of Directors.
On July 28, 2006, the Board of Directors increased the size of the Board of Directors to ten
members and elected Mark A. Jackson as a member of the Board of Directors. Mr. Jackson is serving
in the class of directors who will stand for re-election to a three-year term at the 2009 annual
general meeting of members of the Company. Mr. Jackson is the President and Chief Operating
Officer of the Company. In addition, as previously reported, Mr. Jackson has been serving since
March 17, 2006 in the position of acting Chief Financial Officer of the Company on an interim basis
pending the Company’s appointment of a Chief Financial Officer. Mr. Jackson will not serve as a
member of the Audit Committee, Nominating and Corporate Governance Committee, Compensation
Committee or Finance Committee of the Board of Directors.
There is no arrangement or understanding between Mr. Jackson and any other person pursuant to
which Mr. Jackson was elected as a director of the Company. There are no transactions in which Mr.
Jackson has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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Item 7.01 Regulation FD Disclosure.
On August 1, 2006, the Company issued a press release announcing the election of Mark A.
Jackson to the Board of Directors. A copy of such press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and will be published in the “Newsroom” area on the Company’s web
site at http://www.noblecorp.com. Pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission, the press release is being furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| EXHIBIT NUMBER |
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DESCRIPTION |
10.1
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Summary of Noble Corporation Directors’ Compensation. |
99.1
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Noble Corporation Press Release issued August 1, 2006. |
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