Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Election of Director. OnDecember 11, 2019 , the board of directors (the "Board") ofNoble Energy, Inc. (the "Company") electedMartha B. Wyrsch as a member of the Board to serve until the next meeting of the Company's shareholders, at which time she will stand for reelection. The Board also appointedMs. Wyrsch to serve as a member of theCorporate Governance and Nominating Committee and the Audit Committee. In connection withMs. Wyrsch's election to the Board, the Board increased the size of the Board from 9 to 10 directors. In connection with her election as a non-employee director,Ms. Wyrsch will receive an annual retainer of$100,000 (pro rated for her period of service) and a one-time grant of restricted stock with an aggregate value of$250,000 under the Company's 2015 Stock Plan for Non-Employee Directors.Ms. Wyrsch also entered into the Company's customary form of indemnity agreement onDecember 11, 2019 upon her election to the Board.Ms. Wyrsch was not appointed pursuant to any arrangement or understanding with any other person and there are no family relationships betweenMs. Wyrsch and the other directors or executives of the Company. There are no transactions withMs. Wyrsch that would be reportable under Item 404(a) of Regulation S-K. Item 7.01. Regulation FD The Company issued the press release attached hereto as Exhibit 99.1 in connection with the election ofMs. Wyrsch to the Board. The information included in this Current Report under Item 7.01, including Exhibit 99.1, is deemed to be "furnished" and shall not be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are furnished as part of this report on Form 8-K. Exhibit No. Description 99.1 Press release datedDecember 12, 2019 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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