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): December 9, 2008
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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001-07964
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73-0785597 |
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| (State or other jurisdiction of
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Commission
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(I.R.S. Employer |
| incorporation or organization)
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File Number
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Identification No.) |
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| 100 Glenborough, Suite 100 |
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| Houston, Texas
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77067 |
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| (Address of principal executive offices)
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(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:
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 9, 2008, the Board of Directors of Noble Energy, Inc. (the “Company”) approved
amendments to the Company’s By-Laws, which became effective as of that date. Apart from
non-substantive language and conforming changes, the By-Laws were amended and restated in the
manner summarized below.
Section 2(b) of Article II and Section 1(h) of Article III govern advance notice requirements
for stockholder proposals. These sections have been revised to require that any stockholder who
wishes to bring business before or propose director nominations at an annual meeting of Company
stockholders give advance written notice to the Company’s Secretary not less than 120 days before
the anniversary date of the last annual meeting of stockholders. However, if the date of the annual
meeting is not within 30 days of the anniversary of the previous year’s annual meeting, a
stockholder must give notice no later than the tenth day following the day when notice of the
meeting was mailed or a public announcement of the meeting was made. These sections also were
revised to require that a stockholder making a proposal provide the Company with certain
information, including information about their proposal, their ownership interest in Company and
any other direct or indirect pecuniary or economic interest in any capital stock of the Company,
and any arrangements or understandings with other persons in connection with the stockholder
proposal.
Section 3 of Article VI has been revised to clarify that the indemnification rights conferred
upon officers, directors, employees and agents of the Company may not be affected by any subsequent
repeal or modification of that Article.
Sections 1 and 4 of Article VII have been revised to specifically provide for the issuance of
capital stock of the Company in uncertificated form. Although the By-Laws previously did not
prohibit the issuance, transfer and registration of uncertificated shares of the Company’s capital
stock, the purpose of the amendment was to clarify that the Company may issue shares of its capital
stock in certificated or uncertificated form.
This summary of the amendments made to the existing By-Laws of the Company is not intended to
be complete and is qualified in its entirety by reference to the By-Laws, amended and restated as
of December 9, 2008 and attached to this report as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits. The following exhibit is furnished as part of this current Report on
Form 8-K: |
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3.1 |
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By-Laws of Noble Energy, Inc. as amended through December 9,
2008. |