Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 17, 2019, Noble Corporation plc, a public limited company
incorporated under the laws of England and Wales (the "Company"), announced that
effective December 19, 2019, Stephen M. Butz was appointed as Executive Vice
President and Chief Financial Officer of the Company. In connection with his
appointment, Mr. Butz will act as the principal financial officer of the
Company, and Julie J. Robertson, the Company's Chairman, President and Chief
Executive Officer, will cease serving in the additional capacity of principal
financial officer.
From December 2014 until its merger with Ensco plc in April 2019, Mr. Butz, age
48, served as Executive Vice President and Chief Financial Officer of Rowan
Companies plc. From April 2005 through November 2014, Mr. Butz served in various
roles at Hercules Offshore, Inc., most recently as Executive Vice President and
Chief Financial Officer. Prior to that, Mr. Butz worked as an equity research
analyst covering various energy related industries and as a commercial banker.
Mr. Butz received his Bachelor of Business Administration from the University of
Texas.
There is no arrangement or understanding between Mr. Butz and any other person
pursuant to which Mr. Butz was appointed to his position with the Company. There
is no family relationship between Mr. Butz and any director or executive officer
of the Company. There are no transactions in which Mr. Butz has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Butz's appointment as an officer of the Company, the
Company and Mr. Butz will enter into an employment agreement and guaranty, which
includes a change of control feature and is guaranteed by the Company (the
"Employment Agreement"). The description of the Company's current form of
employment and guaranty agreement for our executive officers, set forth under
"2018 Compensation Information - Potential Payments on Termination or Change of
Control - Change of Control Employment Agreements" in the Company's definitive
proxy statement filed with the SEC on March 15, 2019, is incorporated herein by
reference.
Also in connection with Mr. Butz's appointment, the Compensation Committee of
the Board of Directors authorized and approved entry into a signing bonus
agreement (the "Signing Bonus Agreement") pursuant to which Mr. Butz will be
awarded a one-time cash signing bonus of $1,100,000 (the "Bonus"). The Company
will pay the Bonus to Mr. Butz on the regularly scheduled payroll date of
January 15, 2020. If Mr. Butz terminates his employment with the Company without
"Good Reason," or if his employment is terminated by the Company for "Cause" (in
each case, as those terms are defined in the Employment Agreement) then Mr. Butz
shall repay 100% of the Bonus to the Company if such termination is prior to the
first anniversary of Mr. Butz's hire date, and Mr. Butz shall repay 50% of the
Bonus to the Company if such termination occurs on or after the first
anniversary of Mr. Butz's hire date but prior to the second anniversary of his
hire date. The foregoing description of the Signing Bonus Agreement is qualified
in its entirety by reference to the full and complete text of the Signing Bonus
Agreement, the form of which is attached to this Current Report on Form 8-K as
Exhibit 10.1.
Mr. Butz will receive an annual salary at the rate of $550,000 commencing as of
the effective date of his employment with the Company. Mr. Butz is eligible to
participate in the Noble Corporation Short Term Incentive Plan ("STIP") at an
annual target award level of 75 percent of his base salary. For additional
information on the Company's STIP, please read "Executive Compensation -
Compensation Discussion and Analysis" on pages 28 through 31 of the Company's
definitive proxy statement filed with the SEC on March 15, 2019.
Item 7.01. Regulation FD Disclosure.
On December 17, 2019, the Company issued a press release announcing that the
Board of Directors had appointed Stephen M. Butz as Executive Vice President and
Chief Financial Officer of the Company. A copy of the news release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and will be published in the
"Investors" area on the Company's web site at http://www.noblecorp.com.
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Pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission, the news 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.
EXHIBIT
NUMBER DESCRIPTION
10.1 Form of Signing Bonus Agreement by and between Noble Drilling
Services Inc. and Stephen M. Butz.
99.1 Press release of Noble Corporation plc, dated as of December 17,
2019.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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