Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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 30, 2018

 

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		001-07964		73-0785597
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification No.)
1001 Noble Energy Way, Houston, Texas				77070
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: [phone]

(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 30, 2018, the Board of Directors of Noble Energy, Inc. (the “Company”) approved the amendment and restatement of the Company’s By-Laws (“By-Laws”), effective as of that date. The revisions to the By-Laws include amendments to Article II, Section 2(b) and Article III, Section 1(e) to require additional information from stockholders who wish to utilize the advance notice procedures for director nominations or the proposal of other business (including information about the securities and derivative positions held by the stockholder).

The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:

3.1		By-Laws of Noble Energy, Inc., as amended through January 30, 2018.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				NOBLE ENERGY, INC.
Date:	February 1, 2018			By:		/s/ Aaron G. Carlson
						Aaron G. Carlson
						Vice President, Deputy General Counsel and Assistant Secretary

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INDEX TO EXHIBITS

 

Exhibit No.		Description
3.1		By-Laws of Noble Energy, Inc., as amended through January 30, 2018.