UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2009
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
incorporation or organization)
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Commission
File Number
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(I.R.S. Employer
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)) |
TABLE OF CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Director.
Effective January 27, 2009, the board of directors of Noble Energy, Inc. (the “Company”)
elected Eric P. Grubman as a director of the Company. At this time, Mr. Grubman has not been
appointed to any committee of the Company’s board of directors. The Company will file an amendment
to this report to disclose any such appointment within four business days after the information is
determined or becomes available.
In connection with Mr. Grubman’s election to the Company’s board of directors, the Company
awarded 2,499 restricted shares of the Company’s common stock and options to purchase 6,775 shares
of the Company’s common stock to Mr. Grubman, effective January 27, 2009. The restricted shares and
options were awarded to Mr. Grubman pursuant to the 2005 Stock Plan for Non-Employee Directors of
Noble Energy, Inc. (a copy of which is attached to the Company’s Proxy Statement, filed with the
U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2005), as amended by the Amendment
to the 2005 Stock Plan For Non-Employee Directors of Noble Energy, Inc. (a copy of which is filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 29,
2008).
The
specific terms of the stock option grant will be governed by a Stock Option Agreement dated
effective January 27, 2009 between Mr. Grubman and the Company (the form of which was filed as Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 4, 2005).
The
specific terms of the restricted stock award will be governed by a Restricted Stock Agreement,
dated effective January 27, 2009 between Mr. Grubman and the Company, the form of which is attached hereto as
Exhibit 10.1. The restricted shares are subject to a one-year restricted period, which commences on
the date of grant. The shares of restricted stock are subject to forfeiture during the restricted
period if the non-employee director ceases to be a director of the Company for any reason other
than death, disability, mandatory retirement, removal by the Company without cause, or upon a
change in control of the Company. The non-employee director has the right to receive dividends or distributions on the
shares of restricted stock, although the cash, stock or other securities and other property
constituting such dividends or other distributions will be held by the Company during the
restricted period and are subject to the same restrictions as the shares to which the dividends or
distributions relate.
Effective January 27, 2009, the Company entered into its customary form of indemnity agreement
with Mr. Grubman. The form of the indemnity agreement entered into between the Company and Mr.
Grubman is filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1995.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits. The following exhibit is furnished as part of this report on Form
8-K: |
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10.1 |
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Form of Restricted Stock Agreement under the Noble Energy, Inc.
2005 Non-Employee Director Stock Plan |
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99.1 |
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Press release dated January 27, 2009. |