Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 2, 2020, Noble Energy, Inc. ("Noble Energy" or the "Company") held a
virtual special meeting of the Company's stockholders (the "Special Meeting").
At the Special Meeting, the Company's stockholders voted on and approved (a) a
proposal (the "Merger Proposal") to adopt the Agreement and Plan of Merger,
dated as of July 20, 2020 (the "Merger Agreement"), by and among Chevron
Corporation ("Chevron"), Chelsea Merger Sub Inc., a direct, wholly-owned
subsidiary of Chevron, and the Company, and (b) a proposal (the "Merger-Related
Compensation Proposal") to approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to the Company's named executive
officers that is based on or otherwise relates to the Merger Agreement. Prior to
the Special Meeting, the Company delivered a definitive proxy
statement/prospectus (the "Proxy Statement") to its stockholders describing the
Special Meeting, the Merger Proposal, the Merger-Related Compensation Proposal,
the merger and related information. The Proxy Statement also contained a
proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit
additional proxies if there were not sufficient votes to adopt the Merger
Agreement (the "Adjournment Proposal"). The Proxy Statement was filed with the
U.S. Securities and Exchange Commission on August 26, 2020.
At the Special Meeting, the Merger Proposal was approved by the affirmative vote
of the holders of a majority of the outstanding shares of the Company's common
stock entitled to vote on the proposal. The Merger-Related Compensation Proposal
was approved, on an advisory basis, by the affirmative vote of the holders of a
majority of the shares of the Company's common stock present in person or
represented by proxy at the Special Meeting and entitled to vote on the
proposal. The Adjournment Proposal was approved by the affirmative vote of the
holders of a majority of the shares of the Company's common stock present in
person or represented by proxy at the Special Meeting and entitled to vote on
the proposal.
As of the close of business on August 21, 2020, the record date for the Special
Meeting, there were 484,706,448 shares of the Company's common stock, par value
$0.01 per share, ("Company common stock"), outstanding and entitled to vote.
391,106,698 shares of Company common stock were represented at the Special
Meeting by proxy or by attending the virtual meeting, representing approximately
80.7% of Company common stock outstanding as of the record date and entitled to
vote at the Special Meeting, which constituted a quorum to conduct business at
the meeting. Virtual attendance at the Special Meeting constituted presence in
person for purposes of satisfying the quorum and vote requirements. The
following are the final voting results on the Merger Proposal, the
Merger-Related Compensation Proposal and the Adjournment Proposal, each of which
is more fully described in the Proxy Statement.
Merger Proposal: The number of shares voted for or against, as well as
abstentions and broker non-votes, if applicable, with respect to the Merger
Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes
352,604,679 37,784,639 717.380 N/A
Merger-Related Compensation Proposal: The number of shares voted for or against,
as well as abstentions and broker non-votes, if applicable, with respect to the
Merger-Related Compensation Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes
278,037,674 111,989,898 1,079,126 N/A
Adjournment Proposal: The number of shares voted for or against, as well as
abstentions and broker non-votes, if applicable, with respect to the Adjournment
Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes
322,137,593 67,937,291 1,031,814 N/A
Item 7.01 Regulation FD Disclosure.
On October 2, 2020, Noble Energy issued a press release announcing the results
of the Special Meeting. A copy of the press release is attached hereto as
Exhibit 99.1.
The information included in this Current Report on Form 8-K 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.
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Item 8.01 Other Events.
With the approval of the Merger Proposal, Noble Energy expects the closing of
the merger to occur early in the fourth quarter of 2020, subject to the
satisfaction or waiver of the remaining conditions to close.
Important Additional Information
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended. In connection with the potential
transaction, Chevron filed a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC") containing a preliminary prospectus
of Chevron that also constitutes a preliminary proxy statement of Noble Energy.
The Form S-4 was declared effective on August 26, 2020, and the definitive proxy
statement was mailed to stockholders of Noble Energy on the same date. This
communication is not a substitute for the proxy statement/prospectus or
registration statement or for any other document that Chevron or Noble Energy
may file with the SEC and send to Noble Energy's stockholders in connection with
the potential transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND NOBLE
ENERGY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders are able to obtain free
copies of the proxy statement/prospectus and other documents filed with the SEC
by Chevron or Noble Energy through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Chevron are
available free of charge on Chevron's website at
http://www.chevron.com/investors and copies of the documents filed with the SEC
by Noble Energy are available free of charge on Noble Energy's website at
http://investors.nblenergy.com.
Forward-Looking Statements and Cautionary Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements generally include statements
regarding the potential transaction between Chevron and Noble Energy, including
any statements regarding the expected timetable for completing the potential
transaction, the ability to complete the potential transaction, the satisfaction
of the conditions precedent to the potential transaction, and any other
statements regarding Chevron's and Noble Energy's future expectations, beliefs,
plans, objectives, results of operations, financial condition and cash flows, or
future events or performance. These statements are often, but not always, made
through the use of words or phrases such as "anticipates," "expects," "intends,"
"plans," "targets," "forecasts," "projects," "believes," "seeks," "schedules,"
"estimates," "positions," "pursues," "may," "could," "should," "will,"
"budgets," "outlook," "trends," "guidance," "focus," "on schedule," "on track,"
"is slated," "goals," "objectives," "strategies," "opportunities," "poised,"
"potential" and similar expressions. All such forward-looking statements are
based on current expectations of Chevron's and Noble Energy's management and
therefore involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from the results expressed in the statements. Key factors that could
cause actual results to differ materially from those projected in the
forward-looking statements include uncertainties as to the timing to consummate
the potential transaction; the risk that a condition to closing the potential
transaction may not be satisfied; the risk that regulatory approvals are not
obtained or are obtained subject to conditions that are not anticipated by the
parties; the effects of disruption to Chevron's or Noble Energy's respective
businesses; the effect of this communication on Chevron's or Noble Energy's
stock prices; the effects of industry, market, economic, political or regulatory
conditions outside of Chevron's or Noble Energy's control; transaction costs;
Chevron's ability to achieve the benefits from the proposed transaction,
including the anticipated annual run-rate operating and other cost synergies and
accretion to return on capital employed, free cash flow, and earnings per share;
Chevron's ability to promptly, efficiently and effectively integrate acquired
operations into its own operations; unknown liabilities; and the diversion of
management time on transaction-related issues. Other important factors that
could cause actual results to differ materially from those in
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the forward-looking statements are: changing crude oil and natural gas prices
and demand for Chevron's or Noble Energy's products, and production curtailments
due to market conditions; crude oil production quotas or other actions that
might be imposed by the Organization of Petroleum Exporting Countries and other
producing countries; public health crises, such as pandemics (including
coronavirus (COVID-19)) and epidemics, and any related government policies and
actions; changing economic, regulatory and political environments in the various
countries in which the parties operate; general domestic and international
economic and political conditions; changing refining, marketing and chemicals
margins; Chevron's ability to realize anticipated cost savings, expenditure
reductions and efficiencies associated with enterprise transformation
initiatives; actions of competitors or regulators; timing of exploration
expenses; timing of crude oil liftings; the competitiveness of alternate-energy
sources or product substitutes; technological developments; the results of
operations and financial condition of the parties' suppliers, vendors, partners
and equity affiliates, particularly during extended periods of low prices for
crude oil and natural gas during the COVID-19 pandemic; the inability or failure
of joint-venture partners to fund their share of operations and development
activities; the potential failure to achieve expected net production from
existing and future crude oil and natural gas development projects; potential
delays in the development, construction or start-up of planned projects; the
potential disruption or interruption of operations due to war, accidents,
political events, civil unrest, severe weather, cyber threats, terrorist acts,
or other natural or human causes beyond Chevron's control; the potential
liability for remedial actions or assessments under existing or future
environmental regulations and litigation; significant operational, investment or
product changes required by existing or future environmental statutes and
regulations, including international agreements and national or regional
legislation and regulatory measures to limit or reduce greenhouse gas emissions;
the potential liability resulting from pending or future litigation; Chevron's
future acquisitions or dispositions of assets or shares or the delay or failure
of such transactions to close based on required closing conditions; the
potential for gains and losses from asset dispositions or impairments;
government-mandated sales, divestitures, recapitalizations, industry-specific
taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of
operations; foreign currency movements compared with the U.S. dollar; material
reductions in corporate liquidity and access to debt markets; the receipt of
required Board authorizations to pay future dividends; the effects of changed
accounting rules under generally accepted accounting principles promulgated by
rule-setting bodies; and Chevron's ability to identify and mitigate the risks
and hazards inherent in operating in the global energy industry. Other
unpredictable or unknown factors not discussed in this communication could also
have material adverse effects on forward-looking statements. Noble Energy
assumes no obligation to update any forward-looking statements, except as
required by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Additional
factors that could cause results to differ materially from those described above
can be found in Noble Energy's most recent Annual Report on Form 10-K, as it may
be updated from time to time by quarterly reports on Form 10-Q and current
reports on Form 8-K, all of which are available on the Noble Energy's website at
http://investors.nblenergy.com/financial-information/sec-filings and on the
SEC's website at http://www.sec.gov, and in Chevron's most recent Annual Report
on Form 10-K, as it may be updated from time to time by quarterly reports on
Form 10-Q and current reports on Form 8-K, all of which are available on
Chevron's website at
https://chevroncorp.gcs-web.com/financial-information/sec-filings and on the
SEC's website at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Current
Report on Form 8-K:
Exhibit
No. Description
99.1 Press Release, dated October 2, 2020.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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