UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 20, 2007
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
Number)
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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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(Address of Principal Executive Offices)
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(Zip Code)
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On September 25, 2007, Noble Corporation (the “Company”) filed a Current Report on Form
8-K (the “Report”) to report, among other things, that William A. Sears assumed the positions of
Chairman of the Board, President and Chief Executive Officer of the Company on an interim basis
pending the Company’s appointment of a successor President and Chief Executive Officer. At the
time of that filing, the information called for by Item 5.02(c)(3) had not been determined. As
permitted by Instruction 2 to Item 5.02, the Company stated in the Report that it would file an
amendment to the Report containing such information within four business days after its
determination. The compensation arrangement for Mr. Sears was authorized and approved by the
Compensation Committee of the Board of Directors of the Company (the “Committee”) on October 25,
2007. This Form 8-K/A is being filed to provide the required additional information.
Mr. Sears will receive an annual salary at the rate of $850,000 commencing as of September 20,
2007, which is the effective date of his appointment as an officer of the Company. Mr. Sears is
eligible to participate in the Noble Corporation 2007 Short Term Incentive Plan (“STIP”), with
participation in STIP at a target award level of 100 percent. Any STIP award made to Mr. Sears for
the 2007 plan year will be prorated based on the length of time that he serves as an officer of
Noble Corporation during 2007. For additional information on STIP, see “Compensation Discussion
and Analysis” on pages 16 and 17 of the Company’s definitive proxy statement dated March 14, 2007
and Item 5.02(e) of the Company’s Current Report on Form 8-K filed on May 1, 2007, which are
incorporated herein by reference.
In connection with Mr. Sears’ appointment, the Committee authorized and approved the award of
23,081 time-vested restricted shares on October 25, 2007, a portion of which (6,060 shares) was
awarded in recognition of shares that he would have otherwise received on the same date had he
still been a non-employee director. This award vests one-third per year over three years
commencing on the first anniversary of the award. These restricted shares were awarded under the
Noble Corporation 1991 Stock Option and Restricted Stock Plan, which has previously been approved
by the holders of ordinary shares of the Company.