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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Noble Energy Inc | NYSE:NBL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.62 | 0 | 01:00:00 |
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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1.
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to elect the nine nominees as members of the Board of Directors of the Company;
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2.
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to ratify the appointment of the independent auditor by the Company’s Audit Committee;
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3.
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to approve, in an advisory vote, executive compensation;
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4.
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to consider a shareholder proposal requesting a published assessment of various climate change scenarios on our portfolio, if properly presented at the meeting; and
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5.
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to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
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We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting, even if planning to attend the meeting in person. See our Questions and Answers about the Meeting and Voting section for information about voting by telephone or Internet, how to revoke a proxy and how to vote shares in person.
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Our Board’s Recommendations
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Election of Directors
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FOR each
Director Nominee |
Ratification of Appointment of Independent Auditor
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FOR
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Advisory Vote to Approve Executive Compensation
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FOR
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Consideration of Shareholder Proposal Requesting a Published Assessment of Various Climate Change Scenarios on our Portfolio
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AGAINST
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Name
|
Age
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Director
Since |
|
Primary Occupation
|
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Committee
Memberships |
|
Other Public
Company Boards |
Jeffrey L. Berenson*
|
67
|
|
2005
|
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Chairman and Chief Executive
Officer of Berenson Holdings LLC |
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C, CG
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None
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Michael A. Cawley*
|
70
|
|
1995
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President and Manager of The
Cawley Consulting Group, LLC |
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A, CG
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None
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Edward F. Cox*
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71
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1984
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Former partner in the law firm of Patterson Belknap Webb & Tyler LLP
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A, CG, E
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None
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James E. Craddock*
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59
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2015
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Former Chairman and Chief Executive Officer of Rosetta Resources Inc.
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C, CG, E
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None
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Thomas J. Edelman*
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67
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2005
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A managing partner of White Deer Energy
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C, CG, E
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None
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Holli C. Ladhani
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47
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2017
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President and Chief Executive Officer of Select Energy Services, Inc.
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E
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Atlantic Power Corporation; Select Energy Services, Inc.
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David L. Stover
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60
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2014
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Chairman and Chief Executive Officer of Noble Energy, Inc.
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E
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None
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Scott D. Urban*
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64
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2007
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Partner in Edgewater Energy LLC
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C, CG, E
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Pioneer Energy
Services Corporation |
William T. Van Kleef*
|
66
|
|
2005
|
|
Former Executive Vice President
and Chief Operating Officer of Tesoro Corporation |
|
A, CG
|
|
Oil States
International, Inc. |
•
|
Continued to improve the quality of our portfolio with critical strategic transactions
|
•
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consolidated a 117,000 net acre position in the “core of the core” southern Delaware Basin through the Clayton Williams Energy, Inc. (“CWEI”) acquisition;
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•
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exited Marcellus upstream position with a $2.4 billion loss, but strategically redeployed sale proceeds to high return Delaware Basin assets through the CWEI acquisition and eliminated $595 million of CWEI debt;
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•
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generated over $900 million in cash proceeds from non-core asset divestitures, reducing balance sheet leverage and providing increased flexibility to focus on our highest return opportunities; and
|
•
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sanctioned the Leviathan project with over 35% of the project complete at year-end 2017.
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•
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Demonstrated proven ability to execute with industry leading drilling and completion performance
|
•
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executed on our highest return projects, generating an average project rate of return of over 60%;
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•
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delivered a year-over-year volume increase of approximately 7% (normalized for divestitures);
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•
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increased reserves by over 35% from onshore performance, Tamar update and Leviathan sanction;
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•
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demonstrated our operational proficiency with new drilling cost (dollars per foot) records and improved well performance; and
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•
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demonstrated peer leading safety and environmental performance with record low days away from work safety performance and recordable incident rate.
|
•
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Maintained capital discipline and financial capacity
|
•
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completed initial Noble Midstream Partners LP (“NBLX”) drop down valued at $270 million;
|
•
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achieved $488 million free cash flow
(1)
, excluding impact of NBLX, and exited the year with $4.4 billion in liquidity; and
|
•
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reduced net debt of $858 million.
|
–
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revised Short-Term Incentive Plan metrics for 2018 to include a cash flow per debt adjusted share growth metric and two additional returns based metrics, return on average capital employed (“ROACE”) and cash return on capital invested (“CROCI”);
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–
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increased emphasis on performance shares to now reflect 50% of the total long-term incentive award; and
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–
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extended vesting period of restricted stock award for officers to three years.
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1001 Noble Energy Way
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PROXY STATEMENT
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Houston, Texas 77070
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March 1, 2018
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2018 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2018.
Our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2017 are available at www.proxyvote.com.
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Corporate Governance
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•
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Corporate Governance Guidelines;
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•
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Certificate of Incorporation;
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•
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By-Laws;
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•
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Board committee charters; and
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•
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Code of Conduct and Code of Ethics for our Chief Executive and Senior Financial Officers, and information about how to report concerns.
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Board Leadership Structure
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•
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approving the scheduling of regular and, where feasible, special meetings of the Board to ensure that there is sufficient time for discussion of all agenda items;
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•
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consulting with the Chairman to establish, and approve, the agenda and scope of materials for each Board meeting;
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•
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presiding at all executive sessions of the independent directors and Board meetings at which the Chairman is not present;
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Corporate Governance
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•
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serving as a liaison between the Chairman and the independent directors and coordinating the activities of such directors;
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•
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coordinating the agenda for, and moderating sessions of the Board’s independent directors; and
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•
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facilitating communications among the other members of the Board.
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Board and Committees
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•
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Audit Committee;
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•
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Corporate Governance and Nominating (“Governance”) Committee;
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•
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Compensation, Benefits and Stock Option (“Compensation”) Committee; and
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•
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Environment, Health and Safety (“EH&S”) Committee.
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Committee
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Key Oversight Responsibilities
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Audit
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•
Integrity of the Company’s financial statements
•
Disclosure and internal controls
•
Compliance with legal and regulatory requirements
•
Administration of the Company’s Code of Conduct
•
Independent auditor qualifications
•
Internal audit functions
•
Risk management
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Governance
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•
Corporate governance, including the Corporate Governance Guidelines
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Director recruitment, retention and development
•
Board committee structure and membership
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Annual Board and committee self-evaluation
•
Corporate political activities
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Compensation
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•
CEO and other executive officer compensation structure and amount
•
Performance evaluations for the CEO and other executive officers
•
Design and function of incentive compensation programs, including STIP and equity-based plans
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Executive officer stock ownership guidelines
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Compensation Discussion & Analysis
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EH&S
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•
EH&S policies and management systems
•
EH&S performance
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Compliance with EH&S legal and regulatory requirements
•
Corporate social responsibility and climate policy
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Corporate Governance
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Name
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Audit
(1)
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Compensation
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Governance
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EH&S
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Jeffrey L. Berenson*
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Michael A. Cawley*
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Chair
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Edward F. Cox*
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James E. Craddock*
(2)
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Chair
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Thomas J. Edelman*
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Kirby L. Hedrick*
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Holli C. Ladhani
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David L. Stover
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Scott D. Urban*
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Chair
|
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William T. Van Kleef*
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Chair
|
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Molly K. Williamson*
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|
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Number of Meetings
|
|
5
|
|
6
|
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5
|
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3
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(1)
|
Each member of our Audit Committee has been determined by the Board to be financially literate and meets the additional criteria for independence of audit committee members as set forth in Securities and Exchange Commission (“SEC”) rule 10A-3(b)(1). Mr. Van Kleef has been determined by the Board to be an audit committee financial expert.
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(2)
|
Mr. Craddock was the CEO of Rosetta Resources Inc. (“Rosetta”) prior to its merger with the Company on July 20, 2015. Our Board has reviewed the applicable rules and regulations of the SEC and the standards and guidance of the New York Stock Exchange (“NYSE”) and concluded that Mr. Craddock is independent. As a prior employee of the acquired company, Rosetta, an entity previously unaffiliated with the Company, the NYSE allows a determination of independence since the termination of his employment with Rosetta occurred concurrently with the closing of the merger.
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Board Development and Succession Planning
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Corporate Governance
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Oversight of Risk Management
|
|
Oversight of Risk Management
•
The Board oversees risk management.
•
Board committees, which meet regularly and report back to the Board, play significant roles in carrying out the risk oversight function.
•
Our management is charged with managing risk through robust internal processes and controls.
•
External consultants provide independent perspectives on our risk management program and assist in the implementation of enhancements.
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|
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Corporate Governance
|
•
|
includes enterprise risk management as an agenda item for regular Board meetings, with our Chairman consulting with our Lead Independent Director to define the topic and scope of each discussion;
|
•
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maintains other processes in support of our risk management effort, such as those by which our Board reviews and approves our capital budget and certain capital projects, hedging policy, new country entry, significant acquisitions and divestitures, equity and debt offerings and the delegation of authority to our management; and
|
•
|
manages climate specific risk and opportunities, through our EH&S Committee that meets three times per year and reports regularly to the full Board.
|
•
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maintains committees responsible for enterprise risk management, compliance and ethics, disclosures and monitoring climate related risk to our business;
|
•
|
includes a dedicated Chief Compliance Officer; and
|
•
|
regularly reports to our Board or its committees on our risk management practices.
|
•
|
audit our financial statements, internal control over financial reporting and oil and gas reserves;
|
•
|
help evaluate the adequacy of our risk management program;
|
•
|
assist in the implementation of program enhancements; and
|
•
|
help prepare the risk disclosures in our public filings.
|
Codes of Conduct
|
Shareholder Engagement
|
|
Corporate Governance
|
Director Independence and Related Person Transactions
|
•
|
Company royalty program payments to Mr. Cox of $1,111,965 and Mr. Cawley of $10,238;
|
•
|
payments to the following portfolio companies of White Deer Energy (“White Deer”), of which Mr. Edelman is a managing partner: $389,764 to Patriot Well Solutions LLC (“Patriot”), $649,298 to Flogistix LP (“Flogistix”), and $209,506 to O-Tex Holdings Inc., which in November 2017 merged with and into C&J Energy Services (“CJ Energy”);
|
•
|
payments in the form of charitable contributions totaling $620,970 to the Wildlife Conservation Society, of which Mr. Edelman is a member of the board of trustees;
|
•
|
payments of approximately $15,312,997 to Oil States International, Inc., of which Mr. Van Kleef is a director; and
|
•
|
payments of $24,768,788 to Select Energy Services, Inc. (“Select Energy”) and affiliated companies of which Ms. Ladhani is the President and Chief Executive Officer.
|
|
Corporate Governance
|
•
|
the nature of the related person’s interest in the transaction;
|
•
|
the material terms of the transaction, including the amount and type of transaction;
|
•
|
the importance of the transaction to the related person;
|
•
|
the importance of the transaction to the Company;
|
•
|
whether the transaction would impair the judgment or ability of a director or executive officer to act in our best interest; and
|
•
|
any other matters deemed appropriate.
|
•
|
$649,298 to Flogistix for the leasing of gas compression units. White Deer manages funds that own a 92.6% interest in Flogistix. Mr. Edelman has an estimated indirect pecuniary interest of 3.37% in Flogistix;
|
•
|
$389,764 to Patriot for coil tubing services. White Deer manages funds that hold a 92.7% interest in Patriot. Mr. Edelman has an estimated indirect pecuniary interest of 3.37% in Patriot; and
|
•
|
$209,506 to CJ Energy for pumping services. White Deer manages funds that hold a 4.1% interest in CJ Energy. Mr. Edelman has an estimated indirect pecuniary interest of 0.25% in CJ Energy.
|
|
Corporate Governance
|
|
Corporate Governance
|
Directors and Named Executive Officers
|
|
Noble Energy, Inc. Common Stock Beneficially Owned
(1)
|
Noble Midstream Partners LP
(1)
|
||||||||
Name
|
Number of
Shares
(2)
|
Shares Underlying Stock Options
(3)
|
Total
|
Percent of Class
|
Number of Common Units Beneficially Owned
|
Percentage of Common Units Beneficially Owned
|
||||
Director
|
|
|
|
|
|
|
|
|||
Jeffrey L. Berenson
|
58,277
|
|
|
55,262
|
|
113,539
|
|
*
|
—
|
—
|
Michael A. Cawley
|
44,861
|
|
|
55,262
|
|
100,123
|
|
*
|
—
|
—
|
Edward F. Cox
|
72,404
|
|
(4)
|
55,262
|
|
127,666
|
|
*
|
—
|
—
|
James E. Craddock
|
101,913
|
|
|
39,147
|
|
141,060
|
|
*
|
—
|
—
|
Thomas J. Edelman
|
3,359,352
|
|
(5)
|
55,262
|
|
3,414,614
|
|
*
|
—
|
—
|
Kirby L. Hedrick
|
138,130
|
|
|
55,262
|
|
193,392
|
|
*
|
—
|
—
|
Holli C. Ladhani
|
21,858
|
|
|
—
|
|
21,858
|
|
*
|
—
|
—
|
David L. Stover
|
743,556
|
|
|
1,053,033
|
|
1,796,589
|
|
*
|
4,500
|
*
|
Scott D. Urban
|
39,186
|
|
|
55,262
|
|
94,448
|
|
*
|
—
|
—
|
William T. Van Kleef
|
106,304
|
|
|
55,262
|
|
161,566
|
|
*
|
—
|
—
|
Molly K. Williamson
|
20,273
|
|
|
32,236
|
|
52,509
|
|
*
|
—
|
—
|
Named Executive Officer (excluding any director named above)
|
|
|
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|
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|
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|
||
Kenneth M. Fisher
|
218,804
|
|
|
453,532
|
|
672,336
|
|
*
|
12,500
|
*
|
Gary W. Willingham
|
200,005
|
|
(6)
|
233,682
|
|
433,687
|
|
*
|
10,000
|
*
|
Charles J. Rimer
|
98,967
|
|
(7)
|
188,624
|
|
287,591
|
|
*
|
—
|
—
|
John K. Elliott
|
102,602
|
|
|
141,113
|
|
243,715
|
|
*
|
—
|
—
|
Susan M. Cunningham
(10)
|
108,124
|
|
|
415,926
|
|
524,050
|
|
*
|
—
|
—
|
Arnold J. Johnson
(10)
|
103,754
|
|
(8)
|
231,840
|
|
335,594
|
|
*
|
—
|
—
|
All directors and executive officers as a group (22 persons)
|
5,852,455
|
|
(9)
|
3,780,380
|
|
9,632,835
|
|
1.96%
|
58,802
|
*
|
*
|
Represents less than one percent.
|
(1)
|
Unless otherwise indicated, all shares and units are directly held with sole voting and investment power.
|
(2)
|
Includes unvested restricted stock awards, as follows: 6,474 shares held by each of Messrs. Berenson, Cawley, Cox, Craddock, Edelman, Hedrick, Urban, Van Kleef and Ms. Ladhani and Ms. Williamson; Mr. Stover — 403,102 shares; Mr. Fisher — 105,683 shares; Mr. Willingham — 103,682 shares; Mr. Rimer — 59,119 shares Mr. Elliott — 57,781 shares; and other executive officers — 158,975 shares.
|
(3)
|
Consists of shares not outstanding but subject to options that are currently exercisable or that will become exercisable on or before April 24, 2018.
|
(4)
|
Includes 28,334 shares held by spouse.
|
(5)
|
Includes 400,000 shares held under deferred compensation plans.
|
(6)
|
Includes 11 shares indirectly held in a qualified 401(k) plan and 30,000 shares held indirectly in an IRA.
|
(7)
|
Includes 5,122 shares indirectly held in a qualified 401(k) plan.
|
(8)
|
Includes 5,783 shares indirectly held in a qualified 401(k) plan.
|
(9)
|
Includes 13,877 aggregate number of shares indirectly held in a qualified 401(k) plan.
|
(10)
|
Values for the restricted shares from the exit Form 4 filed upon Ms. Cunningham’s retirement and Mr. Johnson’s resignation, stock option information from Company records and common units in NBLX from the last Schedule 13D filed by the Company for holdings in NBLX.
|
|
Corporate Governance
|
Security Ownership of Certain Beneficial Owners
|
Name and
Address of Beneficial Owner
|
Number of Shares
of Common Stock
Beneficially Owned
|
Percent of Class
|
||
Capital World Investors
333 South Hope Street
Los Angeles, CA 90071
|
55,773,221
|
|
(1)
|
11.3%
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
51,019,310
|
|
(2)
|
10.4%
|
Capital Research Global Investors
333 South Hope Street
Los Angeles, CA 90071
|
42,533,049
|
|
(3)
|
8.6%
|
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10055
|
33,188,644
|
|
(4)
|
6.7%
|
State Street Corporation
One Lincoln Street Boston, MA 02111 |
26,278,348
|
|
(5)
|
5.3%
|
(1)
|
Based upon its Schedule 13G/A filed with the SEC on February 14, 2018 with respect to its beneficial ownership of our common stock, Capital World Investors has sole voting power and sole dispositive power with respect to 55,773,221 shares. Beneficial ownership of these shares is disclaimed. Capital World Investors is a division of Capital Research Management Company.
|
(2)
|
Based upon its Schedule 13G/A filed with the SEC on February 9, 2018 with respect to its beneficial ownership of our common stock, The Vanguard Group has sole voting power with respect to 666,516 shares, shared voting power with respect to 115,239 shares, sole dispositive power with respect to 50,253,177 shares and shared dispositive power with respect to 766,133 shares.
|
(3)
|
Based upon its Schedule 13G/A filed with the SEC on February 14, 2018 with respect to its beneficial ownership of our common stock, Capital Research Global Investors has sole voting and sole dispositive power with respect to 42,533,049 shares. Beneficial ownership of these shares is disclaimed. Capital Research Global Investors is a division of Capital Research and Management Company.
|
(4)
|
Based upon its Schedule 13G/A filed with the SEC on January 25, 2018 with respect to its beneficial ownership of our common stock, BlackRock, Inc. has sole voting power with respect to 29,148,496 shares and sole dispositive power with respect to 33,188,644 shares.
|
(5)
|
Based upon its Schedule 13G filed with the SEC on February 14, 2018 with respect to its beneficial ownership of our common stock, State Street Corporation has sole voting power with respect to 0 shares, shared voting power with respect to 26,278,348 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 26,278,348 shares.
|
|
Shareholder proposals intended to be brought before our 2019 Annual Meeting of Shareholders as an agenda item in accordance with our By-Laws or to be included in our Proxy Statement relating to that meeting pursuant to Rule 14a-8 of the Exchange Act, which is currently scheduled to be held on April 23, 2019, must be received by us at our office in Houston, Texas, addressed to our Company Secretary, no later than November 1, 2018.
|
|
|
Election of Directors (Proposal 1)
|
Election Process
|
Director Nominations
|
Director Qualifications
|
|
Election of Directors (Proposal 1)
|
2018 Nominees for Director
|
Qualifications of 2018 Nominees for Director
|
|
Director Nominee Biographies
|
|
|
Jeffrey L. Berenson
|
|
Director since 2005 Age 67
|
•
|
High Level of Financial Literacy
— has been in the investment banking business since 1978 and has a thorough understanding of the economic environment in which we operate.
|
•
|
Relevant Chief Executive Officer/President Experience
— serves as Chairman and CEO of the private investment banking firm that he co-founded in 1990.
|
•
|
Extensive Knowledge of Our Industry and Business
— has historical knowledge of our DJ Basin (Colorado) assets through his service as a director of Patina and since that time has had broad exposure to our business through over 12 years of service on our Board.
|
|
|
Michael A. Cawley
|
|
Director since 1995 Age 70
|
•
|
Relevant Chief Executive Officer/President Experience
— served as President and CEO of the Foundation for nearly 20 years and as President of Thompson and Cawley, a professional corporation, attorneys at law.
|
•
|
Extensive Knowledge of Our Industry and Business
— has historical knowledge of, and broad exposure to, our business through over 22 years of service on our Board.
|
•
|
Strong Governance Experience
— worked as an attorney and law firm partner, and for over 17 years has served as our Lead Independent Director and chair of our Governance Committee.
|
|
Director Nominee Biographies
|
|
|
Edward F. Cox
|
|
Director since 1984 Age 71
|
•
|
Broad International Exposure —
served three U.S. presidents in the international arena.
|
•
|
Extensive Knowledge of Our Industry and Business
— has historical knowledge of, and broad exposure to, our business through over 33 years of service on our Board.
|
•
|
Governmental or Geopolitical Expertise
— serves as chair of the NYRSC and has served in a presidential campaign leadership role.
|
•
|
Strong Governance Experience
— worked as an attorney in private practice, chairing his firm’s corporate department.
|
|
|
James E. Craddock
|
|
Director since 2015 Age 59
|
•
|
High Level of Financial Literacy
— has extensive experience in the financial aspects of our business through his leadership roles with several oil and gas companies.
|
•
|
Relevant Chief Executive Officer/President Experience
— served as President and CEO of Rosetta from 2013 through its merger with the Company in 2015 and since that time has had exposure to our business through over two years of service on our Board.
|
•
|
Extensive Knowledge of Our Industry and Business
— has historical knowledge of our Delaware Basin and Eagle Ford Shale assets through his service as CEO of Rosetta.
|
|
Director Nominee Biographies
|
|
|
Thomas J. Edelman
|
|
Director since 2005 Age 67
|
•
|
High Level of Financial Literacy
— has extensive experience with investment banking and private equity funds, as well as financial aspects of our business through leadership of large independent oil and gas companies.
|
•
|
Relevant Chief Executive Officer/President Experience
— served as President and CEO of several independent oil and gas companies.
|
•
|
Extensive Knowledge of Our Industry and Business
— has historical knowledge of our DJ Basin assets through his service as founder, Chairman and CEO of Patina and since that time has had broad exposure to our business through over 12 years of service on our Board.
|
|
|
Holli C. Ladhani
|
|
Director since 2017 Age 47
|
•
|
High Level of Financial Literacy
—
has extensive exposure to the financial aspects of our business having served as CFO of Rockwater and Dynegy.
|
•
|
Relevant Chief Executive Officer/President Experience
— serves as President and CEO of Select Energy and previously served as Chairman, President and CEO of Rockwater.
|
•
|
Extensive Knowledge of Our Industry and Business —
has served in various positions within the broader energy industry since 2000.
|
|
Director Nominee Biographies
|
|
|
David L. Stover
|
|
Director since 2014 Age 60
|
•
|
High Level of Financial Literacy
—
has extensive exposure to the financial aspects of our business through his leadership roles in several oil and gas companies
.
|
•
|
Broad International Exposure
—
led our exploration and production efforts in the Eastern Mediterranean and West Africa, as well as other international locations.
|
•
|
Extensive Knowledge of Our Industry and Business —
has devoted a career to the oil and gas industry and overseen our operations since 2006.
|
•
|
Active in Community —
serves in leadership roles in industry and community organizations in our Houston headquarters area.
|
|
|
Scott D. Urban
|
|
Director since 2007 Age 64
|
•
|
Relevant Chief Executive Officer/President Experience
— served as Group Vice President of a major international oil and gas company.
|
•
|
Broad International Exposure —
led various onshore and offshore projects in Egypt, Middle East and North Sea, with an emphasis on exploration.
|
•
|
Extensive Knowledge of Our Industry and Business
— has devoted a career to the oil and gas industry and has had broad exposure to our business through over 10 years of service on our Board.
|
|
Director Nominee Biographies
|
|
|
William T. Van Kleef
|
|
Director since 2005 Age 66
|
•
|
High Level of Financial Literacy
— is a Certified Public Accountant, having served in various financial and accounting positions throughout his career.
|
•
|
Relevant Chief Executive Officer/President Experience —
served as
Executive Vice President and COO of a large refining and marketing company.
|
•
|
Extensive Knowledge of Our Industry and Business
— has had broad exposure to our business through over 12 years of service on our Board.
|
|
2017 Director Compensation
|
Annual Retainer and Committee Fees
|
•
|
an annual retainer of $75,000 (increased to $85,000);
|
•
|
$2,000 for each Board or committee meeting attended (eliminated except for specially called meetings);
|
•
|
$1,000 for each Board or committee meeting attended telephonically (eliminated except for specially called meetings);
|
•
|
$7,500 as an annual fee for the chairs of the Governance and EH&S Committees (increased to $15,000 for the Governance chair and $10,000 for the EH&S chair);
|
•
|
$15,000 as an annual fee for the chairs of the Audit and Compensation Committees (increased to $25,000 for the Audit chair); and
|
•
|
$20,000 as an annual fee for the Lead Independent Director (increased to $25,000).
|
Equity
|
|
2017 Director Compensation
|
Director Compensation Summary for 2017
|
Name
|
Fees
Earned
or Paid
in Cash
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)(4)
|
All Other
Compensation
($)
|
Total
($)
|
|||
Jeffrey L. Berenson
|
112,666
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
312,652
|
Michael A. Cawley
|
141,249
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
341,235
|
Edward F. Cox
|
120,166
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
320,152
|
James E. Craddock
|
123,082
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
323,068
|
Thomas J. Edelman
|
115,666
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
315,652
|
Kirby L. Hedrick
|
122,666
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
322,652
|
Holli C. Ladhani
|
16,166
|
|
249,998
|
|
—
|
|
—
|
—
|
—
|
266,164
|
Scott D. Urban
|
127,666
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
327,652
|
William T. Van Kleef
|
130,332
|
|
99,992
|
|
99,994
|
|
—
|
—
|
—
|
330,318
|
Molly K. Williamson
|
117,666
|
|
99,992
|
|
99,994
|
|
—
|
4,839
|
—
|
322,491
|
(1)
|
Reflects annual retainer, committee chair, lead independent director and meeting fees paid or earned by our non-employee directors in
2017
. During 2017, Ms. Williamson deferred 90% ($105,899) of her retainer and meeting fees under the Non-Employee Director Fee Deferral Plan.
|
(2)
|
Reflects the aggregate grant date fair value for restricted stock awarded to our non-employee directors computed in accordance with FASB ASC Topic 718. Restricted stock awarded will vest on the one-year anniversary of the award date. The vesting of the restricted shares will accelerate in the event of an involuntary termination of Board membership following a change of control. Each non-employee director received an award of 2,534 shares of restricted stock on February 1, 2017 that were unvested as of December 31, 2017. Ms. Ladhani received an award of 9,304 shares of restricted stock on October 26, 2017 upon her election to the Board.
|
(3)
|
Reflects the aggregate grant date fair value for non-qualified stock options granted to our non-employee directors, under our 2015 Plan, computed in accordance with FASB ASC Topic 718. Options represent the right to purchase shares of common stock at a fixed price per share equal to fair market value on the date of grant. Our 2015 Plan defines “fair market value” as the closing price of our common stock on the NYSE on the date of grant. Options granted in 2017 to our non-employee directors who are still members of the Board vested on the one-year anniversary of the grant date. The vesting of the options will accelerate in the event of an involuntary termination of Board membership following a change of control. Vesting of these options is not contingent upon the satisfaction of any performance criteria, although none of the options may be exercised until the first anniversary (absent a change of control) or after the tenth anniversary of the date of grant. Each non-employee director, except for Ms. Ladhani, received 7,541 non-qualified stock options on February 1, 2017 that were unvested as of December 31, 2017. The following directors have option grants outstanding as of December 31, 2017: Mr. Berenson — 53,657 shares; Mr. Cawley — 53,657 shares; Mr. Cox — 53,657 shares; Mr. Craddock — 31,606 shares; Mr. Edelman — 53,657 shares; Mr. Hedrick — 53,657 shares; Mr. Urban — 53,657 shares; Mr. Van Kleef — 53,657 shares; and Ms. Williamson — 24,695 shares.
|
(4)
|
Reflects above-market earnings under the Non-Employee Director Fee Deferral plan. Above-market earnings are based on the difference between the monthly plan crediting rate ranging from 3.75% to 4.50% and 120% of the monthly long-term applicable federal rate during 2017 (ranging from 2.96% to 3.34%).
|
|
Ratification of Appointment of Independent Auditor (Proposal 2)
|
Matters Relating to the Independent Auditor
|
|
2017
|
|
%
|
|
2016
|
|
%
|
||
Audit Fees
(1)
|
$
|
2,805,000
|
|
75.9
|
|
$
|
2,360,000
|
|
86.1
|
Audit-Related Fees
(2)
|
890,000
|
|
24.1
|
|
380,000
|
|
13.9
|
||
Tax Fees
|
—
|
|
—
|
|
—
|
|
—
|
||
All Other Fees
|
—
|
|
—
|
|
—
|
|
—
|
||
Total Fees
(3)
|
$
|
3,695,000
|
|
100.0
|
|
$
|
2,740,000
|
|
100.0
|
(1)
|
Services rendered in 2017 and 2016 include auditing our financial statements included in the Company’s Annual Report filed on Form 10-K and our internal controls over financial reporting and quarterly reviews of our interim financial statements filed on Form 10-Q.
|
(2)
|
Includes fees for audits of, and consents related to, comfort letters, foreign statutory audits, employee benefit plans, attest engagements and similar items.
|
(3)
|
The amounts of fees paid by NBLX to KPMG LLP, its independent auditor, were $1,059,500 for 2017 and $850,000 for 2016 and are not included in above table. See NBLX Annual Report on Form 10-K filed on February 20, 2018.
|
|
Report of the Audit Committee
To the Shareholders of
Noble Energy, Inc.:
The primary purpose of the Audit Committee of the Company’s Board of Directors is to: (1) assist the Board of Directors in fulfilling its responsibility to oversee the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the Independent Auditor’s qualifications and independence, and the performance of the Company’s corporate audit and controls function and Independent Auditors and (2) prepare a committee report as required by the SEC to be included in the Company’s annual proxy statement. The Audit Committee’s function is more fully described in its charter, which was adopted by the Audit Committee and the Board of Directors on March 4, 2004 and most recently amended on January 24, 2017 in connection with the Audit Committee’s annual review of its charter. A copy of the charter is available on our Website and is also available in print to any shareholder who requests it. The Audit Committee held five meetings during 2017, including regular meetings and a special meeting addressing the Form 10-K filing, earnings release and related matters.
Throughout 2017 and continuing to date, the Audit Committee has been comprised entirely of independent directors, as defined and required by current NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and as so determined by our Board of Directors. The Board of Directors also determined that Mr. Van Kleef is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K.
Review and Discussion
The Audit Committee has reviewed and discussed the Company’s audited financial statements with management. It has also discussed with KPMG LLP, the Company’s Independent Auditor, the matters required to be discussed by Auditing Standard No. 1301 (Communication with Audit Committees), as adopted by the Public Company Accounting Oversight Board. Additionally, KPMG has provided to the Audit Committee the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the committee discussed the auditors’ independence with management and the auditors.
The Audit Committee also has considered whether KPMG's rendering of non-audit services to the Company is compatible with maintaining its independence. The Audit Committee has concluded that the rendering of non-audit services by KPMG has not impaired its independence.
Based on the Audit Committee’s discussions with management and the Independent Auditor, and its review of the representations of management and the report of KPMG to the Audit Committee, the Audit Committee recommended to the Board of Directors the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC.
February 6, 2018
|
|
|
Audit Committee
William T. Van Kleef, Chair
Michael A. Cawley
Edward F. Cox
Kirby L. Hedrick
|
|
|
Advisory Vote to Approve Executive Compensation (Proposal 3)
|
|
Consideration of Proposal Regarding Climate Change (Proposal 4)
|
|
Consideration of Proposal Regarding Climate Change (Proposal 4)
|
Our Board recommends that shareholders vote AGAINST the approval of this proposal for the following reasons:
|
|
Consideration of Proposal Regarding Climate Change (Proposal 4)
|
|
Compensation Discussion and Analysis
|
Introduction
|
Name
|
Title
|
David L. Stover
|
Chairman, President and Chief Executive Officer
|
Kenneth M. Fisher
|
Executive Vice President and Chief Financial Officer
|
Gary W. Willingham
|
Executive Vice President, Operations
|
Charles J. Rimer
|
Senior Vice President, Global Services
|
John K. Elliott
|
Senior Vice President, Eastern Mediterranean
|
Susan M. Cunningham (retired March 24, 2017)
|
Former Executive Vice President, EH&S Regulatory and New Frontiers
|
Arnold J. Johnson (resigned November 12, 2017)
|
Former Senior Vice President, General Counsel and Secretary
|
2017 Executive Compensation Overview
|
|
Compensation Discussion and Analysis
|
|
Compensation Discussion and Analysis
|
|
|
|
* Other NEO Mix (Average) excludes values for Ms. Cunningham who retired and Mr. Johnson who resigned in 2017.
|
|
|
||
|
|
|
Compensation Discussion and Analysis
|
Executive Compensation Practices
|
|
What We Do
|
|
|
What We Don't Do
|
|
|
þ
Pay for Performance
,
through having a majority of pay at risk, clear performance targets and individual differentiation.
þ
Diversified Performance Metrics,
including free cash flow, relative cash costs, absolute cash costs per Boe, onshore drill and complete rate of return, safety, program rate of return and absolute and relative shareholder return.
þ
Review Comparative Compensation Data
,
prior to making executive compensation decisions.
þ
Reasonable Post-Employment/Change of Control Provisions
, generally structured to apply to executive officers in the same manner as the broader employee population.
þ
Mitigate Undue Risk
, through robust Board oversight, audits of financial and operational outcomes prior to incentive plan payouts, and maintenance of clawback policy
.
þ
Minimal Perquisites.
þ
Stock Ownership Guidelines
, which all Named Executive Officers meet.
þ
Regular Review of Share Utilization
, including overhang levels (dilutive impact of equity compensation on our shareholders) and annual burn rates (the aggregate shares awarded each year as a percentage of total outstanding shares).
þ
Independent Compensation Consulting Firm.
þ
Double-Trigger Equity Vesting Acceleration.
|
|
|
ý
No Employment Contracts.
ý
No Inclusion of the Value of Equity Awards in Pension or Severance Calculations.
ý
No Personal Aircraft Use.
ý
No Separate Change of Control Agreements for Incoming Executive Officers.
ý
No Excise Tax Gross-Ups Upon Change of Control.
ý
No Repricing of Underwater Stock Options.
ý
No Liberal Recycling of Shares.
ý
No Pledging Shares of Company Stock Received as Compensation as Collateral for a Loan, or Hedging such Shares.
|
|
Results of 2017 Say on Pay Vote and Shareholder Engagement
|
|
Compensation Discussion and Analysis
|
Determining Executive Compensation
|
|
Compensation Discussion and Analysis
|
What We Pay and Why: Elements of 2017 Executive Compensation
|
|
Compensation Discussion and Analysis
|
Compensation Element
|
|
Form of Compensation
|
|
Purpose
|
|
Structure
|
|
Base Salary
|
|
•
Cash
|
|
•
Deliver competitive cash compensation commensurate with role and expertise
|
|
•
Market-based considering scope of responsibilities
|
|
Short-Term Incentive Plan (STIP)
|
|
•
Annual cash bonus
|
|
•
At-risk and variable compensation to incentivize achievement of Company performance goals and reward for annual contributions
|
|
•
Performance-based quantitative and qualitative factors
|
|
Long-Term Incentive Plan (LTIP)
|
|
•
Performance-based shares
•
Stock options
•
Time-based restricted shares
|
|
•
Reward creation of long-term shareholder value
•
Align long-term interests of employees and shareholders
•
Encourage retention through continued service requirements
|
|
•
Performance-based shares earned based on three-year relative total shareholder return
•
Stock options vest over three years with 10-year term
•
Restricted-shares vest over two years - extended to a three-year vesting period for 2018 grants and beyond
|
|
Post-Employment Compensation Programs
|
|
•
Qualified and non-qualified plans
|
|
•
Provide a tax-efficient means to build financial security for retirement
|
|
•
Plans and programs with broad applicability
|
|
2017 Target Compensation of Named Executive Officers
|
Name
|
2017 Base Salary
($)
|
2017 Target STIP Opportunity
($)
|
2017 Target LTIP Opportunity
($)(1)
|
2017 Target Total Direct Compensation
($)
|
David L. Stover
|
1,000,000
|
1,300,000
|
7,750,000
|
10,050,000
|
Kenneth M. Fisher
|
625,000
|
562,500
|
2,300,000
|
3,487,500
|
Gary W. Willingham
|
560,000
|
504,000
|
2,300,000
|
3,364,000
|
Charles J. Rimer
|
450,000
|
337,500
|
1,300,000
|
2,087,500
|
John K. Elliott
|
435,000
|
326,250
|
1,200,000
|
1,961,250
|
Susan M. Cunningham
(2)
|
560,000
|
448,000
|
2,000,000
|
3,008,000
|
Arnold J. Johnson
(2)
|
505,000
|
404,000
|
1,600,000
|
2,509,000
|
(1)
|
Equity values reflect the intended target LTIP opportunity, not the expense valuations shown in the Summary Compensation and Grants of Plan Based Awards tables.
|
(2)
|
Ms. Cunningham retired on March 24, 2017 and Mr. Johnson resigned on November 12, 2017, forfeiting their 2017 STIP and LTIP award opportunities, as well as other unvested restricted stock, stock options and performance shares.
|
|
Compensation Discussion and Analysis
|
|
|
Percentages exclude amounts for Ms. Cunningham, who retired on March 24, 2017, and Mr. Johnson, who resigned on November 12, 2017.
|
Components of Compensation
|
|
Compensation Discussion and Analysis
|
Measure
|
Business Driver
|
Weight
|
Target
|
Result
|
Factor
|
Free Cash Flow
(1)
|
Maintain financial capacity, strengthen balance sheet and create value by spending within cashflow
|
15%
|
$0 million
(2)
|
$256 million
(2)(3)
|
0.246
|
Onshore drill and complete rate of return
|
Deliver improved well performance, lower costs and higher capital efficiency. Motivate the organization to prioritize highest return opportunities.
|
15%
|
47.1%
|
61.7%
(4)
|
0.261
|
Sales volume (production)
|
Deliver budgeted volumes in our core assets with focus on increasing liquids mix
|
10%
|
374.6 MBoe/d
|
381 MBoe/d
|
0.141
|
Cash cost per Boe
|
Continue focus on cost to maximize returns
|
10%
|
$6.93 per Boe
|
$6.94 per Boe
(5)
|
0.099
|
Relative cash costs/revenue
|
Distinguish NBL as a low-cost, high performing operator relative to peers
|
10%
|
50th percentile of peers
|
6
th
out of 14
|
0.136
|
Final quantitative factor at 60% weighting 0.883
|
(1)
|
Non-GAAP financial measure, see reconciliation schedule at Appendix A.
|
(2)
|
Excludes impact of NBLX.
|
(3)
|
2017 free cash flow of $488 million, normalized for price impact.
|
(4)
|
Normalized for price impact.
|
(5)
|
Includes only lease operating expense and general and administrative costs for upstream Noble Energy and excludes NBLX.
|
Measure
|
Result
|
Strategic initiatives
|
Divested Marcellus with a loss, but strategically executed CWEI acquisition, accelerated CWEI development and eliminated CWEI debt. Accelerated value with non-core asset divestitures (DJ Basin and other Onshore) and focused capital on U.S. Onshore and Eastern Mediterranean. Sanctioned Leviathan project with over 35% complete by year-end.
•
Improved type curve performance in DJ and Delaware Basins from enhanced completions
•
Completed initial NBLX drop down valued at $270MM
•
Restructured $1B of debt to extend maturity tower and reduce interest expense and outstanding debt
•
Working to secure additional Leviathan gas contracts since sanction
|
EH&S performance
|
Continued industry leading safety performance with global record TRIR of 0.21 and U.S. Onshore record TRIR of 0.41.
|
Total shareholder return
|
Absolute shareholder return of -22% which is a relative rank of 9 out of 14 peer companies.
|
Weighted average program rate of return
|
Actual 2017 weighted average program rate of return was approximately 15 percentage points better than targeted. This improvement was driven by onshore well performance in the DJ Basin and the Permian.
|
Additions to proved oil and natural gas reserves / proved exploration performance
|
Record reserve additions of >900 MMBoe, more than offsetting Marcellus divest. Overall reserves increased by over 35% from Onshore performance, Tamar update and Leviathan sanction. Exploration unsuccessful in Suriname.
|
Final qualitative factor at 40% weighting 0.317
|
|
Overall Company Performance Factor 120%
|
|
Compensation Discussion and Analysis
|
•
|
execution on strategic initiatives;
|
•
|
Company and relative safety performance;
|
•
|
high return project execution delivering greater net asset value and enhanced long-term projections;
|
•
|
absolute and relative shareholder performance;
|
•
|
Marcellus loss on sale; and
|
•
|
reserve growth
|
|
Base Salary as of Dec. 31, 2017 ($)
|
Target STIP
(% of Salary)
|
Target STIP ($)
|
Actual STIP Paid for 2017 Performance ($)
|
||||||
Mr. Stover
|
1,000,000
|
|
130%
|
1,300,000
|
|
1,560,000
|
|
|||
Mr. Fisher
|
625,000
|
|
90%
|
562,500
|
|
666,663
|
|
|||
Mr. Willingham
|
560,000
|
|
90%
|
504,000
|
|
609,618
|
|
|||
Mr. Rimer
|
450,000
|
|
75%
|
337,500
|
|
416,456
|
|
|||
Mr. Elliott
|
435,000
|
|
75%
|
326,250
|
|
370,755
|
|
|||
Ms. Cunningham
(1)
|
—
|
|
|
80%
|
—
|
|
|
—
|
|
|
Mr. Johnson
(1)
|
—
|
|
|
80%
|
—
|
|
|
—
|
|
|
(1)
|
Ms. Cunningham retired on March 24, 2017 and Mr. Johnson resigned on November 12, 2017 and, having no base salary as of December 31, 2017, forfeited their 2017 STIP and LTIP award opportunities, as well as other unvested restricted stock, stock options and performance shares.
|
Type of Award
|
Vesting Criteria
|
Vesting Schedule
|
Performance Shares
|
•
Performance awards earned based on Company’s total shareholder return relative to its compensation benchmarking peers
•
Period begins on January 1 of year awarded and ends on December 31 of third year
|
Percentile Rank Payout
90
th
or higher 200%
75
th
or higher 150%
50
th
or higher 100%
25
th
or higher 50%
Below 25
th
0%
•
if TSR between two levels, straight line interpolation used
•
if TSR is negative max payout is 100%
|
Restricted Shares
|
•
Time-based awards
|
•
40% after first year
•
Remaining 60% after second year
|
Stock Option
|
•
Awards that provide right to purchase common stock at grant date fair value for period of up to 10 years
|
•
Vest ratably over three years
|
|
Compensation Discussion and Analysis
|
|
Target Value of
Stock Options
($)
|
|
Target Value of Restricted Stock
|
|
Target Total Value
($)(1)
|
|||
|
(Time-based)
($)
|
(Performance-based)
($)
|
||||||
Mr. Stover
|
2,583,334
|
|
2,583,333
|
|
2,583,333
|
|
7,750,000
|
|
Mr. Fisher
|
766,666
|
|
766,667
|
|
766,667
|
|
2,300,000
|
|
Mr. Willingham
|
766,666
|
|
766,667
|
|
766,667
|
|
2,300,000
|
|
Mr. Rimer
|
433,334
|
|
433,333
|
|
433,333
|
|
1,300,000
|
|
Mr. Elliott
|
400,000
|
|
400,000
|
|
400,000
|
|
1,200,000
|
|
Ms. Cunningham
(2)
|
666,666
|
|
666,667
|
|
666,667
|
|
2,000,000
|
|
Mr. Johnson
(2)
|
533,334
|
|
533,333
|
|
533,333
|
|
1,600,000
|
|
(1)
|
Equity values reflect the intended target LTIP opportunity, not the expense valuations shown in the Summary Compensation and Grants of Plan Based Awards tables.
|
(2)
|
Ms. Cunningham retired on March 24, 2017 and Mr. Johnson resigned on November 12, 2017, forfeiting their 2017 STIP and LTIP award opportunities, as well as other unvested restricted stock, stock options and performance shares.
|
Position
|
Multiple
|
Chief Executive Officer
|
6.0X base salary
|
Chief Financial Officer
|
3.0X base salary
|
Executive Vice President
|
3.0X base salary
|
Senior Vice President
|
2.5X base salary
|
Vice President
|
2.0X base salary
|
Non-Employee Director
|
5.0X annual cash retainer
|
|
Compensation Discussion and Analysis
|
Age of Participant
|
Contribution Percentage (Below the FICA Taxable Wage
Base)
|
Contribution Percentage (Above the FICA Taxable Wage
Base)
|
Under 35
|
4%
|
8%
|
At least 35 but under 48
|
7%
|
10%
|
At least 48
|
9%
|
12%
|
|
Compensation Discussion and Analysis
|
•
|
all unpaid salary and expenses;
|
•
|
a lump sum equal to a multiple of his or her annual cash compensation (made up of annual salary and bonus) ranging from 2.5 times to 2.99 times;
|
•
|
an amount equal to his or her
pro rata
target bonus for the then-current year;
|
•
|
life, disability, medical and dental insurance benefits, upon his or her written request, ranging among Named Executive Officers from 30 to 36 months or such shorter period until the executive obtains substantially equivalent coverage from a subsequent employer;
|
•
|
reimbursement for reasonable fees up to $15,000 for out-placement employment services; and
|
•
|
in some cases, continued vesting and exercise of stock options.
|
|
Compensation Discussion and Analysis
|
•
|
a cash payment of two weeks of base salary pay for every year of completed service (including partial years), with a minimum of 12 weeks of pay and a maximum of 52 weeks of pay;
|
•
|
a prorated STIP payment based on period of employment during the calendar year of termination;
|
•
|
six months of reduced-rate contributions under our medical and dental plans; and
|
•
|
12 weeks of coverage under our employee assistance plan.
|
|
Compensation Discussion and Analysis
|
Year
|
Mr. Stover Total Compensation ($)
|
Median Employee Total Compensation ($)
|
Pay Ratio of CEO Compensation to Median Employee
|
|
2017
|
11,262,048
|
|
127,488
|
88:1
|
•
|
We utilized a determination date of October 1, 2017, a date within the last three months of the 2017 fiscal year, to enable us to make an identification in a reasonably efficient and economical manner.
|
•
|
Our employee population consisted of 2,219 out of 2,285 employees, including full-time, part-time and temporary employees.
|
•
|
We excluded 66 employees from our employee population that were added in the CWEI acquisition that closed in April 2017.
|
•
|
We annualized approximately 286 employees who did not work for the full 12-month period.
|
•
|
Foreign salaries were converted to U.S. dollars at the average exchange rate over the 12-month period.
|
•
|
No cost of living adjustments were utilized in the compensation calculation.
|
•
|
To identify the median employee, we compared the amount of annualized base salary and cash incentive bonus for each employee as reflected in our internal records.
|
•
|
Once the median employee was identified, the total compensation per the chart above was calculated under the same methodology as required by the summary compensation table disclosed elsewhere in this Proxy Statement. Mr. Stover’s total compensation was calculated under the same methodology.
|
|
Compensation Tables
|
Name and
Principal Position
|
Year
|
Salary
($)(1)
|
Bonus ($)(2)
|
Stock
Awards
($)(3)
|
Option
Awards
($)(4)
|
Non-Equity
Incentive Plan
Compensation
($)(5)
|
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(6)
|
All Other
Compensation
($)(7)
|
Total
($)
|
||||||||
David L. Stover
Chairman, President and Chief Executive Officer
|
2017
|
994,231
|
|
—
|
|
5,758,478
|
|
2,583,326
|
|
1,560,000
|
|
78,105
|
|
287,908
|
|
11,262,048
|
|
2016
|
950,000
|
|
—
|
|
5,104,499
|
|
2,295,831
|
|
1,463,000
|
|
53,634
|
|
270,718
|
|
10,137,682
|
|
|
2015
|
950,000
|
|
—
|
|
2,411,406
|
|
2,250,000
|
|
1,306,300
|
|
39,270
|
|
296,178
|
|
7,253,154
|
|
|
Kenneth M. Fisher
Executive Vice President and Chief Financial Officer
|
2017
|
623,269
|
|
—
|
|
1,708,887
|
|
766,653
|
|
666,663
|
|
7,016
|
|
136,053
|
|
3,908,541
|
|
2016
|
610,000
|
|
—
|
|
1,689,725
|
|
759,995
|
|
728,642
|
|
4,899
|
|
124,997
|
|
3,918,258
|
|
|
2015
|
610,000
|
|
—
|
|
864,075
|
|
806,248
|
|
656,500
|
|
4,066
|
|
163,973
|
|
3,104,862
|
|
|
Gary W. Willingham
Executive Vice President, Operations
|
2017
|
553,077
|
|
—
|
|
1,708,887
|
|
766,653
|
|
609,618
|
|
159
|
|
137,575
|
|
3,775,969
|
|
2016
|
500,000
|
|
—
|
|
1,548,883
|
|
696,658
|
|
613,409
|
|
111
|
|
122,450
|
|
3,481,511
|
|
|
2015
|
500,000
|
|
—
|
|
683,257
|
|
637,504
|
|
517,600
|
|
92
|
|
145,832
|
|
2,484,285
|
|
|
Charles J. Rimer
Senior Vice President, Global Services
|
2017
|
447,117
|
|
—
|
|
965,889
|
|
433,324
|
|
416,456
|
|
7,681
|
|
135,669
|
|
2,406,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
John K. Elliott
Senior Vice President, Eastern Mediterranean
|
2017
|
433,846
|
|
100,000
|
|
985,428
|
|
399,988
|
|
370,755
|
|
3,294
|
|
70,085
|
|
2,363,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Susan M. Cunningham
(8)
Former Executive Vice President, EHSR & New Frontiers
|
2017
|
150,769
|
|
—
|
|
1,485,996
|
|
666,660
|
|
—
|
|
52,228
|
|
62,081
|
|
2,417,734
|
|
2016
|
560,000
|
|
—
|
|
1,408,103
|
|
633,331
|
|
529,034
|
|
49,238
|
|
120,900
|
|
3,300,606
|
|
|
2015
|
560,000
|
|
—
|
|
683,257
|
|
637,504
|
|
517,300
|
|
17,087
|
|
152,225
|
|
2,567,373
|
|
|
Arnold J. Johnson
(8)
Former Senior Vice President, General Counsel and Secretary
|
2017
|
453,558
|
|
50,000
|
|
1,188,780
|
|
533,330
|
|
—
|
|
81,465
|
|
165,250
|
|
2,472,383
|
|
2016
|
480,000
|
|
—
|
|
1,126,484
|
|
506,667
|
|
505,904
|
|
56,996
|
|
118,175
|
|
2,794,226
|
|
|
2015
|
480,000
|
|
—
|
|
502,338
|
|
468,745
|
|
445,800
|
|
47,375
|
|
144,346
|
|
2,088,604
|
|
|
Compensation Tables
|
(1)
|
Certain of our Named Executive Officers deferred a portion of their base salaries under our Deferred Compensation Plan:
|
|
Year
|
Percentage of
Salary Deferred
|
Amount
Deferred ($)
|
|
David L. Stover
|
2017
|
5%
|
49,712
|
|
2016
|
5%
|
47,500
|
|
|
2015
|
5%
|
47,500
|
|
|
Kenneth M. Fisher
|
2017
|
6%
|
37,396
|
|
2016
|
6%
|
36,600
|
|
|
2015
|
5%
|
30,500
|
|
|
Gary W. Willingham
|
2017
|
5%
|
27,654
|
|
2016
|
5%
|
25,000
|
|
|
2015
|
5%
|
25,000
|
|
|
Charles J. Rimer
|
2017
|
4%
|
17,885
|
|
Arnold J. Johnson
|
2017
|
4%
|
20,085
|
|
2016
|
3%
|
14,400
|
|
|
2015
|
3%
|
14,400
|
|
(2)
|
Reflects discretionary project based bonus. Mr. Elliott received a $100,000 cash bonus and Mr. Johnson received a $50,000 cash bonus for the completion of the Leviathan sanction.
|
(3)
|
Reflects the aggregate grant date fair value of restricted stock awarded under our 1992 Plan, which was computed in accordance with FASB ASC Topic 718. Restricted shares awarded will vest according to the following schedule: 40% after year one and 60% after year two for Mr. Stover and 80% after year one and 20% after year two for Mr. Fisher, Ms. Cunningham, Mr. Willingham and Mr. Johnson for 2016 grants. Phantom unit cash awards granted to non-CEO officers in 2016 will vest 100% after year two. Restricted awards granted in 2017 vest 40% after year one and 60% after year two. Performance restricted stock and related phantom units awarded will vest three years after the date of grant upon, and subject to a formula related to, our achievement of certain levels of total shareholder return relative to a pre-determined compensation peer group. 2017 stock award value for Mr. Elliott also includes $100,000 restricted stock award of 2,860 restricted shares that will vest 20% on first anniversary, 30% on second anniversary and 50% on third anniversary of award date of March 24, 2017. See the Grants of Plan-Based Awards table for information on restricted stock awarded in
2017
.
|
(4)
|
Reflects the aggregate grant date fair value of non-qualified stock options granted under our 1992 Plan. Options represent the right to purchase shares of common stock at a price per share equal to fair market value on the date of grant. Options will vest ratably over three years in equal installments on the first, second and third anniversaries of the date of grant. Vesting of these options is not contingent upon the satisfaction of any performance goals, although none of the options may be exercised before the first anniversary (absent a change of control) or after the tenth anniversary of the date of grant. See the Grants of Plan-Based Awards table for information on stock options granted in
2017
.
|
(5)
|
Reflects payments under our STIP based on the achievement of certain performance goals during the year indicated. STIP awards earned during the year indicated were paid or deferred in February of the following year.
|
|
Compensation Tables
|
(6)
|
Reflects during year indicated the above-market Deferred Compensation Plan earnings. The above-market earnings in 2017 are based on the difference between the plan crediting rate of 4.07% and 120% of the annual long-term Applicable Federal Rate as of September 2016 (2.28%); earnings in 2016 are based on the difference between the plan crediting rate of 4.49% and 120% of the annual long-term Applicable Federal Rate as of September 2015 (3.16%); and earnings in 2015 are based on the difference between the plan crediting rate of 4.72% and 120% of the annual long-term Applicable Federal Rate as of September 2014 (3.57%).
|
|
Year
|
Deferred Compensation
Above-Market Earnings ($)
|
|
David L. Stover
|
2017
|
78,105
|
|
2016
|
53,634
|
|
|
2015
|
39,270
|
|
|
Kenneth M. Fisher
|
2017
|
7,016
|
|
2016
|
4,899
|
|
|
2015
|
4,066
|
|
|
Gary W. Willingham
|
2017
|
159
|
|
2016
|
111
|
|
|
2015
|
92
|
|
|
Charles J. Rimer
|
2017
|
7,681
|
|
John K. Elliott
|
2017
|
3,294
|
|
Susan M. Cunningham
|
2017
|
52,228
|
|
2016
|
49,238
|
|
|
2015
|
17,087
|
|
|
Arnold J. Johnson
|
2017
|
81,465
|
|
2016
|
56,996
|
|
|
2015
|
47,375
|
|
|
Year
|
401(k)
Matching
Contrib.
($)
|
401(k)
Retirement Savings
Contrib.
($)
|
Deferred
Comp. Plan Registrant Contrib. ($)(a) |
401(k)
Transition
Contrib.
($)
|
Club
Dues
($)
|
Physical
Exam
($)
|
Retiree Medical Cash Payment
($)(b)
|
COLA ($)(c)
|
Vacation Pay Out ($)(d)
|
Accrued Dividends
($)(e)
|
||||||||||
David L. Stover
|
2017
|
16,200
|
|
19,800
|
|
198,800
|
|
—
|
|
9,512
|
|
—
|
|
—
|
|
—
|
|
—
|
|
43,596
|
|
2016
|
15,900
|
|
19,100
|
|
189,445
|
|
—
|
|
9,512
|
|
2,090
|
|
|
|
—
|
|
—
|
|
34,671
|
|
|
2015
|
15,900
|
|
19,100
|
|
189,445
|
|
—
|
|
9,512
|
|
2,150
|
|
36,000
|
|
—
|
|
—
|
|
24,071
|
|
|
Kenneth M. Fisher
|
2017
|
16,200
|
|
19,800
|
|
72,372
|
|
—
|
|
16,799
|
|
2,150
|
|
—
|
|
—
|
|
—
|
|
8,732
|
|
2016
|
15,900
|
|
19,100
|
|
71,245
|
|
—
|
|
11,923
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,829
|
|
|
2015
|
15,900
|
|
19,100
|
|
71,245
|
|
—
|
|
11,923
|
|
—
|
|
36,000
|
|
—
|
|
—
|
|
9,805
|
|
|
Gary W. Willingham
|
2017
|
16,200
|
|
19,800
|
|
92,923
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,652
|
|
2016
|
15,900
|
|
19,100
|
|
81,445
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,005
|
|
|
2015
|
15,900
|
|
19,100
|
|
81,445
|
|
—
|
|
—
|
|
—
|
|
22,500
|
|
—
|
|
—
|
|
6,887
|
|
|
Charles J. Rimer
|
2017
|
16,200
|
|
19,800
|
|
67,492
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,264
|
|
—
|
|
4,913
|
|
John K. Elliott
|
2017
|
16,200
|
|
19,800
|
|
28,446
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,639
|
|
Susan M. Cunningham
|
2017
|
10,484
|
|
17,152
|
|
2,119
|
|
8,364
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23,962
|
|
—
|
|
2016
|
15,900
|
|
19,100
|
|
78,145
|
|
—
|
|
—
|
|
2,150
|
|
—
|
|
—
|
|
—
|
|
5,605
|
|
|
2015
|
15,900
|
|
19,100
|
|
78,145
|
|
—
|
|
—
|
|
—
|
|
31,500
|
|
—
|
|
—
|
|
7,580
|
|
|
Arnold J. Johnson
|
2017
|
16,200
|
|
19,800
|
|
80,692
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
48,558
|
|
—
|
|
2016
|
15,900
|
|
19,100
|
|
76,645
|
|
—
|
|
—
|
|
2,150
|
|
—
|
|
—
|
|
—
|
|
4,380
|
|
|
2015
|
15,900
|
|
19,100
|
|
76,645
|
|
—
|
|
—
|
|
—
|
|
27,000
|
|
—
|
|
—
|
|
5,701
|
|
|
Compensation Tables
|
|
Year
|
Matching Contribution ($)
|
Retirement Savings Contribution ($)
|
Transition Contribution ($)
|
Total Deferred Compensation Plan Registrant Contributions
($)
|
||||
David L. Stover
|
2017
|
43,454
|
|
95,692
|
|
59,654
|
|
198,800
|
|
2016
|
41,100
|
|
91,345
|
|
57,000
|
|
189,445
|
|
|
2015
|
41,100
|
|
91,345
|
|
57,000
|
|
189,445
|
|
|
Kenneth M. Fisher
|
2017
|
21,196
|
|
51,176
|
|
—
|
|
72,372
|
|
2016
|
20,700
|
|
50,545
|
|
—
|
|
71,245
|
|
|
2015
|
20,700
|
|
50,545
|
|
—
|
|
71,245
|
|
|
Gary W. Willingham
|
2017
|
16,985
|
|
42,753
|
|
33,185
|
|
92,923
|
|
2016
|
14,100
|
|
37,345
|
|
30,000
|
|
81,445
|
|
|
2015
|
14,100
|
|
37,345
|
|
30,000
|
|
81,445
|
|
|
Charles J. Rimer
|
2017
|
10,627
|
|
30,038
|
|
26,827
|
|
67,492
|
|
John K. Elliott
|
2017
|
—
|
|
28,446
|
|
—
|
|
28,446
|
|
Susan M. Cunningham
|
2017
|
—
|
|
—
|
|
2,119
|
|
2,119
|
|
2016
|
—
|
|
44,545
|
|
33,600
|
|
78,145
|
|
|
2015
|
—
|
|
44,545
|
|
33,600
|
|
78,145
|
|
|
Arnold J. Johnson
|
2017
|
13,927
|
|
36,638
|
|
30,127
|
|
80,692
|
|
2016
|
12,900
|
|
34,945
|
|
28,800
|
|
76,645
|
|
|
2015
|
12,900
|
|
34,945
|
|
28,800
|
|
76,645
|
|
(b)
|
In November 2014, we announced the termination of our pre-65 retiree medical insurance program. As part of the termination, active employees who would have been eligible for retiree medical benefits during the next 10 years were eligible to receive a one-time cash payment. Amounts in this column represent the one-time cash payment received by the Named Executive Officer.
|
(c)
|
Mr. Rimer receives a monthly cost of living adjustment (COLA) for his move from Texas to Denver, Colorado. The policy pays a monthly COLA: Year 1 - 10%; Year 2 - 8%; Year 3 - 6%; Year 4 - 4%; Year 5 - 2%; Year 6 - 0%. In 2017, he was in Year 3.
|
(d)
|
Due to Ms. Cunningham’s retirement and Mr. Johnson’s resignation, they received a vacation payout for unused vacation for 2017.
|
(e)
|
Dividends are credited on unvested restricted awards.
|
(8)
|
Ms. Cunningham retired on March 24, 2017 and Mr. Johnson resigned on November 12, 2017; therefore, there are no values associated with the actual non-equity incentive compensation earned for 2017.
|
|
Percentage of Total Compensation
|
||
2017
|
2016
|
2015
|
|
David L. Stover
|
8.8%
|
9.4%
|
13.1%
|
Kenneth M. Fisher
|
15.9%
|
15.6%
|
19.6%
|
Gary W. Willingham
|
14.6%
|
14.4%
|
20.1%
|
Charles J. Rimer
(+)
|
18.6%
|
—
|
—
|
John K. Elliott
(+)
|
18.4%
|
—
|
—
|
Susan M. Cunningham
|
6.2%
|
17.0%
|
21.8%
|
Arnold J. Johnson
|
18.3%
|
17.2%
|
23.0%
|
|
Compensation Tables
|
|
Approval
Date
(1)
|
Grant
Date
(1)
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
Estimated Future
Payouts
Under Equity
Incentive
Plan Awards(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)(6)
|
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(7)
|
|||||||||||||||
Threshold
($)
|
Target
($)
|
Max
($)
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
||||||||||||||||||
David L. Stover
|
1/23/2017
|
2/1/2017
|
—
|
1,300,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
32,734
|
|
65,467
|
|
130,934
|
|
—
|
|
|
—
|
|
—
|
|
3,175,150
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
65,467
|
|
(3
|
)
|
—
|
|
—
|
|
2,583,328
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
194,821
|
|
39.46
|
|
2,583,326
|
|
||
Kenneth M. Fisher
|
1/23/2017
|
2/1/2017
|
—
|
562,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
9,714
|
|
19,428
|
|
38,856
|
|
—
|
|
|
—
|
|
—
|
|
942,258
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,428
|
|
(3
|
)
|
—
|
|
—
|
|
766,629
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
57,817
|
|
39.46
|
|
766,653
|
|
||
Gary W. Willingham
|
1/23/2017
|
2/1/2017
|
—
|
504,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
9,714
|
|
19,428
|
|
38,856
|
|
—
|
|
|
—
|
|
—
|
|
942,258
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,428
|
|
(3
|
)
|
—
|
|
—
|
|
766,629
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
57,817
|
|
39.46
|
|
766,653
|
|
||
Charles J. Rimer
|
1/23/2017
|
2/1/2017
|
—
|
337,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
5,491
|
|
10,981
|
|
21,962
|
|
—
|
|
|
—
|
|
—
|
|
532,579
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,981
|
|
(3
|
)
|
—
|
|
—
|
|
433,310
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
32,679
|
|
39.46
|
|
433,324
|
|
||
John K. Elliott
|
1/23/2017
|
2/1/2017
|
—
|
326,250
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
5,068
|
|
10,136
|
|
20,272
|
|
—
|
|
|
—
|
|
—
|
|
491,596
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,136
|
|
(3
|
)
|
—
|
|
—
|
|
399,967
|
|
|
3/15/2017
|
3/24/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,860
|
|
(4
|
)
|
—
|
|
—
|
|
93,865
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
30,165
|
|
39.46
|
|
399,988
|
|
||
Susan M. Cunningham
(8)
|
1/23/2017
|
2/1/2017
|
—
|
448,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
8,447
|
|
16,894
|
|
33,788
|
|
—
|
|
|
—
|
|
—
|
|
819,359
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
16,894
|
|
(3
|
)
|
—
|
|
—
|
|
666,637
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
50,276
|
|
39.46
|
|
666,660
|
|
|
Compensation Tables
|
Arnold J. Johnson
(8)
|
1/23/2017
|
2/1/2017
|
—
|
404,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
6,758
|
|
13,515
|
|
27,030
|
|
—
|
|
|
—
|
|
—
|
|
655,478
|
|
||
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,515
|
|
(3
|
)
|
—
|
|
—
|
|
533,302
|
|
|
1/23/2017
|
2/1/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
40,221
|
|
39.46
|
|
533,330
|
|
(1)
|
All grants were approved by our Compensation Committee, and were effective and priced on the date of grant.
|
(2)
|
Represents the shares of restricted stock granted under our 1992 Plan in 2017. The shares will vest on February 1, 2020 if specified performance goals are satisfied. Performance goals for determining vesting are described in the CD&A under the heading “Long-Term Incentive Compensation.” Dividends declared on shares of restricted stock are accrued during the three-year restricted period and will be paid upon vesting of restricted shares
.
|
(3)
|
Represents the shares of restricted stock awarded under our 1992 Plan in 2017. The shares will vest according to the following schedule: 40% of the award will vest on the first anniversary of the award date and remaining 60% of the award will vest on the second anniversary of the award date. Dividends declared on shares of restricted stock are accrued during the two-year restricted period and will be paid upon vesting of restricted shares.
|
(4)
|
Represents the shares of restricted stock awarded under our 1992 Plan in 2017. The shares will vest according to the following schedule: 20% of the award will vest on the first anniversary of the award date; 30% of the award will vest on the second anniversary of the award date and remaining 50% of the award will vest on the third anniversary of the award date. Dividends declared on shares of restricted stock are accrued during the three-year restricted period and will be paid upon vesting of restricted shares.
|
(5)
|
Represents grants of non-qualified stock options under our 1992 Plan in 2017. Options represent the right to purchase shares of common stock at the price per share (equal to fair market value on the date of grant) indicated in the table. Options will vest ratably over three years in equal installments on the first, second and third anniversaries of the date of grant.
|
(6)
|
Exercise price at “fair market value” was defined in our 1992 Plan as the closing price of our common stock on the NYSE on the date of grant. The closing price of our common stock on February 1, 2017 was $39.46.
|
(7)
|
Reflects aggregate grant date fair value of restricted stock and phantom units awarded and non-qualified stock options granted to our Named Executive Officers on February 1, 2017 computed in accordance with FASB ASC Topic 718.
|
(8)
|
Ms. Cunningham retired on March 24, 2017 and Mr. Johnson resigned on November 12, 2017; therefore, they forfeited all grants of plan-based awards granted in 2017.
|
|
Compensation Tables
|
|
Number of
Securities
Underlying
Unexercised
Options (#
Exercisable)
|
Number of
Securities
Underlying
Unexercised
Options (#
Unexercisable)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock
Held That
Have Not
Vested
(#)
|
Market
Value of
Shares
or Units
of Stock
Held
That
Have
Not
Vested
($)(8)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(8)
|
|||||||||
David L.
Stover |
119,498
|
|
—
|
|
|
—
|
36.47
|
2/1/2018
|
43,523
|
|
(4)
|
1,268,260
|
|
47,130
|
|
(9)
|
1,373,368
|
|
145,420
|
|
—
|
|
|
—
|
25.10
|
1/30/2019
|
65,467
|
|
(5)
|
1,907,708
|
|
145,076
|
|
(10)
|
4,227,515
|
|
|
31,948
|
|
—
|
|
|
—
|
25.40
|
3/18/2019
|
—
|
|
|
—
|
|
130,934
|
|
(11)
|
3,815,417
|
|
|
111,682
|
|
—
|
|
|
—
|
37.55
|
2/1/2020
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
97,482
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
113,122
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
94,184
|
|
—
|
|
|
—
|
54.60
|
2/1/2023
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
82,230
|
|
—
|
|
|
—
|
62.33
|
1/31/2024
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
106,990
|
|
53,495
|
|
(1)
|
—
|
47.74
|
1/30/2025
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
75,770
|
|
151,540
|
|
(2)
|
—
|
31.65
|
2/1/2026
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
194,821
|
|
(3)
|
—
|
39.46
|
2/1/2027
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Kenneth M. Fisher
|
65,898
|
|
—
|
|
|
—
|
33.73
|
11/16/2019
|
2,402
|
|
(4)
|
69,994
|
|
16,888
|
|
(9)
|
492,116
|
|
53,792
|
|
—
|
|
|
—
|
37.55
|
2/1/2020
|
12,006
|
|
(6)
|
349,855
|
|
48,024
|
|
(10)
|
1,399,419
|
|
|
54,158
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
19,428
|
|
(5)
|
566,132
|
|
38,856
|
|
(11)
|
1,132,264
|
|
|
57,818
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
51,802
|
|
—
|
|
|
—
|
54.60
|
2/1/2023
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
43,121
|
|
—
|
|
|
—
|
62.33
|
1/31/2024
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
38,338
|
|
19,169
|
|
(1)
|
—
|
47.74
|
1/30/2025
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
25,082
|
|
50,165
|
|
(2)
|
—
|
31.65
|
2/1/2026
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
57,817
|
|
(3)
|
—
|
39.46
|
2/1/2027
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Gary W. Willingham
|
19,324
|
|
—
|
|
|
—
|
36.47
|
2/1/2018
|
2,201
|
|
(4)
|
64,137
|
|
13,354
|
|
(9)
|
389,136
|
|
24,646
|
|
—
|
|
|
—
|
25.10
|
1/30/2019
|
11,005
|
|
(6)
|
320,686
|
|
44,022
|
|
(10)
|
1,282,801
|
|
|
18,404
|
|
—
|
|
|
—
|
37.55
|
2/1/2020
|
19,428
|
|
(5)
|
566,132
|
|
38,856
|
|
(11)
|
1,132,264
|
|
|
19,018
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
17,394
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
19,426
|
|
—
|
|
|
—
|
54.60
|
2/1/2023
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
24,067
|
|
|
|
|
—
|
62.33
|
1/31/2024
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
30,314
|
|
15,157
|
|
(1)
|
—
|
47.74
|
1/30/2025
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
22,992
|
|
45,984
|
|
(2)
|
—
|
31.65
|
2/1/2026
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
57,817
|
|
(3)
|
—
|
39.46
|
2/1/2027
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Charles J. Rimer
|
11,696
|
|
—
|
|
|
—
|
25.10
|
1/30/2019
|
1,301
|
|
(4)
|
37,911
|
|
9,426
|
|
(9)
|
274,674
|
|
5,324
|
|
—
|
|
|
—
|
25.40
|
3/18/2019
|
6,503
|
|
(6)
|
189,497
|
|
26,012
|
|
(10)
|
757,990
|
|
|
19,824
|
|
—
|
|
|
—
|
37.55
|
2/1/2020
|
10,981
|
|
(5)
|
319,986
|
|
21,962
|
|
(11)
|
639,973
|
|
|
19,424
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
22,712
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
19,426
|
|
—
|
|
|
—
|
54.60
|
2/1/2023
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
20,056
|
|
|
|
|
—
|
62.33
|
1/31/2024
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
21,398
|
|
10,699
|
|
(1)
|
—
|
47.74
|
1/30/2025
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
13,586
|
|
27,173
|
|
(2)
|
—
|
31.65
|
2/1/2026
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
32,679
|
|
(3)
|
—
|
39.46
|
2/1/2027
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Compensation Tables
|
John K. Elliott
|
14,990
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
1,101
|
|
(4)
|
32,083
|
|
7,856
|
|
(9)
|
228,924
|
|
20,990
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
5,502
|
|
(6)
|
160,328
|
|
22,010
|
|
(10)
|
641,371
|
|
|
22,958
|
|
—
|
|
|
—
|
54.60
|
2/1/2023
|
10,136
|
|
(5)
|
295,363
|
|
20,272
|
|
(11)
|
590,726
|
|
|
2,324
|
|
—
|
|
|
—
|
56.52
|
4/29/2023
|
2,860
|
|
(7)
|
—
|
|
—
|
|
|
—
|
|
|
20,056
|
|
—
|
|
|
—
|
62.33
|
1/31/2024
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
17,832
|
|
8,916
|
|
(1)
|
—
|
47.74
|
1/30/2025
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
11,496
|
|
22,992
|
|
(2)
|
—
|
31.65
|
2/1/2026
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
30,165
|
|
(3)
|
—
|
39.46
|
2/1/2027
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Susan M. Cunningham
(12)
|
59,244
|
|
—
|
|
|
—
|
36.47
|
2/1/2018
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
68,118
|
|
—
|
|
|
—
|
25.10
|
1/30/2019
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
53,248
|
|
—
|
|
|
—
|
25.40
|
3/18/2019
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
53,694
|
|
—
|
|
|
—
|
37.55
|
2/1/2020
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
47,384
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
66,616
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
43,560
|
|
—
|
|
|
—
|
54.60
|
3/24/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
32,090
|
|
—
|
|
|
—
|
62.33
|
3/24/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
30,314
|
|
—
|
|
|
—
|
47.74
|
3/24/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
20,902
|
|
—
|
|
|
—
|
31.65
|
3/24/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Arnold J. Johnson
(12)
|
26,842
|
|
—
|
|
|
—
|
36.47
|
2/1/2018
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
41,330
|
|
—
|
|
|
—
|
25.10
|
1/30/2019
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
35,438
|
|
—
|
|
|
—
|
37.55
|
2/1/2020
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
32,492
|
|
—
|
|
|
—
|
45.20
|
2/1/2021
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
31,422
|
|
—
|
|
|
—
|
50.91
|
2/1/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
27,078
|
|
—
|
|
|
—
|
54.60
|
11/12/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
25,070
|
|
—
|
|
|
—
|
62.33
|
11/12/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
22,289
|
|
—
|
|
|
—
|
47.74
|
11/12/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
16,721
|
|
—
|
|
|
—
|
31.65
|
11/12/2022
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
(1)
|
Stock options vested January 30, 2018.
|
(2)
|
50% of stock options vested February 1, 2018; and 50% of stock options vest February 1, 2019.
|
(3)
|
33 1/3% of stock options vested February 1, 2018; 33 1/3% of stock options vest February 1, 2019; and 33 1/3% of stock options vest February 1, 2020.
|
(4)
|
Restricted stock vested February 1, 2018.
|
(5)
|
40% of restricted stock vested February 1, 2018; and 60% of restricted stock vests February 1, 2019.
|
(6)
|
100% of phantom units settled in cash and vested on February 1, 2018.
|
(7)
|
20% of restricted stock vests March 24, 2018; 30% of restricted stock vests March 24, 2019 and 50% of restricted stock vests March 24, 2020.
|
(8)
|
Market value based on December 29, 2017 (last business day of the year) closing price of $29.14.
|
(9)
|
Based on the Company’s formula for calculating TSR relative to peers, none of the performance restricted stock vested on January 30, 2018. Performance goals for determining vesting are described in the CD&A under the heading “Long-Term Incentive Compensation.”
|
(10)
|
Performance restricted stock and phantom units will vest February 1, 2019 upon, and subject to a formula related to, our achievement of certain levels of total shareholder return relative to a pre-determined industry peer group, granted under the 1992 Plan. For Mr. Stover, any performance earned above target will be settled in shares. For all others, the phantom units, for performance earned above target, will be settled in cash, subject to a maximum settlement value of $126.60 per phantom unit.
|
(11)
|
Performance restricted stock will vest February 1, 2020 upon, and subject to a formula related to, our achievement of certain levels of total shareholder return relative to a pre-determined industry peer group, granted under the 1992 Plan. Performance goals for determining vesting are described in the CD&A under the heading “Long-Term Incentive Compensation”
|
(12)
|
Ms. Cunningham retired March 24, 2017 and Mr. Johnson resigned November 12, 2017, which accelerated the latest possible exercise date for unexercised options to be March 24, 2022 and November 12, 2022, respectively. In addition, Ms. Cunningham and Mr. Johnson forfeited all unvested stock options, restricted stock, performance awards, phantom units and cash awards.
|
|
Compensation Tables
|
|
Option Awards
|
|
|
|||
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized on
Exercise
($)
|
Number of Shares
Acquired on
Vesting
(#)
|
Stock Awards
Value
Realized on
Vesting
($)(1)
|
||
David L. Stover
|
48,610
|
628,052
|
55,816
|
|
2,207,146
|
|
Kenneth M. Fisher
|
—
|
—
|
21,310
|
|
843,188
|
|
Gary W. Willingham
|
—
|
—
|
16,517
|
|
653,113
|
|
Charles J. Rimer
|
—
|
—
|
11,118
|
|
439,812
|
|
John K. Elliott
|
—
|
—
|
9,846
|
|
389,591
|
|
Susan M. Cunningham
|
—
|
—
|
16,952
|
|
670,649
|
|
Arnold J. Johnson
|
—
|
—
|
13,209
|
|
522,562
|
|
(1)
|
Shares of restricted stock awarded to our Named Executive Officers on January 31, 2014, January 30, 2015 and February 1, 2016 vested on January 31, 2017, January 30, 2017 and February 1, 2017, respectively. Income was recognized on vesting based on the closing trading price of our common stock of $39.76 on January 31, 2017, $39.52 on January 30, 2017 and $39.46 on February 1, 2017. Dividends that accrued on shares of restricted stock that vested were paid in 2017 as follows: Mr. Stover — $50,233; Mr. Fisher — $21,467; Mr. Willingham — $14,680; Mr. Rimer — $10,807; Mr. Elliott — $9,959; Ms. Cunningham — $16,583; and Mr. Johnson — $12,809.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(b)
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
|
|
Equity Compensation Plans Approved by Security Holders
|
15,549,242
|
(1)
|
$43.42
|
29,435,928
|
(2)
|
Equity Compensation Plans Not Approved by Security Holders
|
—
|
|
—
|
—
|
|
Total
|
15,549,242
|
|
—
|
29,435,928
|
|
|
Compensation Tables
|
|
Executive
Contributions in Last FY
($)(1)
|
Registrant
Contributions in Last FY
($)
|
Aggregate
Earnings
in Last FY
($)(6)
|
Aggregate
Withdrawals/
Distributions
in Last FY
($)
|
Aggregate
Balance at
Last FYE
($)(7)
|
||||||
David L. Stover
|
196,012
|
|
198,800
|
|
(2)
|
1,381,856
|
|
|
—
|
11,817,629
|
|
Kenneth M. Fisher
|
37,396
|
|
72,372
|
|
(3)
|
74,359
|
|
|
—
|
883,467
|
|
Gary W. Willingham
|
27,654
|
|
92,923
|
|
(2)
|
270,287
|
|
|
—
|
1,651,024
|
|
Charles J. Rimer
|
26,628
|
|
67,492
|
|
(2)
|
242,699
|
|
|
—
|
2,008,348
|
|
John K. Elliott
|
—
|
|
28,446
|
|
(5)
|
7,415
|
|
|
—
|
220,040
|
|
Susan M. Cunningham
|
—
|
|
2,119
|
|
(4)
|
117,872
|
|
|
(4,030,529)
|
2,119
|
|
Arnold J. Johnson
|
20,085
|
|
80,692
|
|
(2)
|
797,951
|
|
|
—
|
8,270,897
|
|
(1)
|
Mr. Stover deferred 10% ($146,300) of the STIP payment he earned in 2016 (otherwise paid in 2017) and 5% ($49,712) of base salary in 2017. Mr. Fisher deferred 6% ($37,396) of base salary in 2017. Mr. Willingham deferred 5% ($27,654) of base salary in 2017. Mr. Rimer deferred 2% ($8,743) of the STIP payment he earned in 2016 (otherwise paid in 2017) and 4% ($17,885) of base salary in 2017. Mr. Johnson deferred 4% ($20,085) of base salary in 2017.
|
(2)
|
Represents matching contributions, retirement savings contributions and transition contributions that could not be made to the Noble Energy, Inc. 401(k) Plan as a result of Code limitations.
|
(3)
|
Represents matching contributions and retirement savings contributions that could not be made to our 401(k) Plan as a result of Code limitations.
|
(4)
|
Represents transition contributions that could not be made to our 401(k) Plan as a result of Code limitations.
|
(5)
|
Represents retirement savings contributions that could not be made to our 401(k) Plan as a result of Internal Revenue Code limitations.
|
(6)
|
Earnings are credited in accordance with the Named Executive Officer’s investment direction.
|
(7)
|
All Named Executive Officers are 100% vested in these balances.
|
|
Compensation Tables
|
•
|
amounts credited under our Deferred Compensation Plan;
|
•
|
unused vacation pay; and
|
•
|
amounts accrued and vested under our 401(k) Plan.
|
|
Compensation Tables
|
|
Compensation Tables
|
Name
|
Type of Payment or Benefit
|
Involuntary Termination on 12/31/2017 ($)(4)
|
Termination Without Cause or Involuntary Termination following a Change of Control on 12/31/2017
($)
|
Disability on 12/31/2017
($)
|
Death on 12/31/2017
($)
|
||||||
David L. Stover
|
Severance
|
1,680,769
|
|
7,304,869
|
|
(5)
|
—
|
|
—
|
|
|
STIP Payments(1)
|
—
|
|
1,300,000
|
|
(5)
|
—
|
|
1,300,000
|
|
|
|
Stock Options(2)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Restricted Stock(3)
|
—
|
|
5,158,475
|
|
|
8,065,158
|
|
8,065,158
|
|
|
|
Health, Welfare & Other
|
7,114
|
|
49,306
|
|
(6)
|
—
|
|
—
|
|
|
|
Life Insurance
|
—
|
|
—
|
|
|
—
|
|
1,000,000
|
|
(7)
|
|
Total
|
1,687,883
|
|
13,812,650
|
|
|
8,065,158
|
|
10,365,158
|
|
|
|
Kenneth M. Fisher
|
Severance
|
725,962
|
|
3,272,338
|
|
(5)
|
—
|
|
—
|
|
|
STIP Payments(1)
|
—
|
|
562,500
|
|
(5)
|
—
|
|
562,500
|
|
|
|
Stock Options(2)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Restricted Stock(3)
|
—
|
|
1,619,981
|
|
|
2,556,995
|
|
2,556,995
|
|
|
|
Health, Welfare & Other
|
11,809
|
|
64,556
|
|
(6)
|
—
|
|
—
|
|
|
|
Life Insurance
|
—
|
|
—
|
|
|
—
|
|
1,000,000
|
|
(7)
|
|
Total
|
737,771
|
|
5,519,375
|
|
|
2,556,995
|
|
4,119,495
|
|
|
|
Gary. W. Willingham
|
Severance
|
766,769
|
|
2,724,235
|
|
(5)
|
—
|
|
—
|
|
|
STIP Payments(1)
|
—
|
|
504,000
|
|
(5)
|
—
|
|
504,000
|
|
|
|
Stock Options(2)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Restricted Stock(3)
|
—
|
|
1,529,817
|
|
|
2,406,921
|
|
2,406,921
|
|
|
|
Health, Welfare & Other
|
6,148
|
|
36,260
|
|
(6)
|
—
|
|
—
|
|
|
|
Life Insurance
|
—
|
|
—
|
|
|
—
|
|
1,000,000
|
|
(7)
|
|
Total
|
772,917
|
|
4,794,312
|
|
|
2,406,921
|
|
3,910,921
|
|
|
|
Charles J. Rimer
|
Severance
|
610,962
|
|
2,171,003
|
|
(5)
|
—
|
|
—
|
|
|
STIP Payments(1)
|
—
|
|
337,500
|
|
(5)
|
—
|
|
337,500
|
|
|
|
Stock Options(2)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Restricted Stock(3)
|
—
|
|
903,638
|
|
|
1,416,308
|
|
1,416,308
|
|
|
|
Health, Welfare & Other
|
11,765
|
|
63,929
|
|
(6)
|
—
|
|
—
|
|
|
|
Life Insurance
|
—
|
|
—
|
|
|
—
|
|
900,000
|
|
(7)
|
|
Total
|
622,727
|
|
3,476,070
|
|
|
1,416,308
|
|
2,653,808
|
|
|
|
John K. Elliott
|
Severance
|
463,442
|
|
2,065,690
|
|
(5)
|
—
|
|
—
|
|
|
STIP Payments(1)
|
—
|
|
326,250
|
|
(5)
|
—
|
|
326,250
|
|
|
|
Stock Options(2)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Restricted Stock(3)
|
—
|
|
887,372
|
|
|
1,330,649
|
|
1,330,649
|
|
|
|
Health, Welfare & Other
|
11,765
|
|
63,804
|
|
(6)
|
—
|
|
—
|
|
|
|
Life Insurance
|
—
|
|
—
|
|
|
—
|
|
870,000
|
|
(7)
|
|
Total
|
475,207
|
|
3,343,116
|
|
|
1,330,649
|
|
2,526,899
|
|
|
|
Susan M. Cunningham
(8)
|
Total
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
Arnold J. Johnson
(8)
|
Total
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Compensation Tables
|
(1)
|
Named Executive Officers would not be entitled to a STIP payment for 2017 in the event of their termination of employment on December 31, 2017, other than in the event of a change of control or death. Employees must be employed on the STIP payment date, which occurred in February 2018, in order to receive a payment
.
|
(2)
|
Vesting of stock options accelerates in the event of an involuntary termination or termination without cause following a change of control and in the event of death and disability. Represents the difference between the exercise price of each stock option and closing price of our common stock on December 31, 2017 ($29.14) on all unvested stock options held as of December 31, 2017. As the exercise price on all unvested stock options held as of December 31, 2017 exceeded the closing price of our common stock on December 31, 2017 the assumed value is zero.
|
(3)
|
All unvested shares of restricted stock will be forfeited as a result of voluntary or involuntary termination of employment, unless the Board, in its discretion, takes action to accelerate the vesting of those shares. All unvested shares of time-based restricted stock and a portion of the performance-based restricted stock, including accrued dividends, will vest in the event of termination of employment as a result of a change of control as follows: Mr. Stover’s award for 2015 — 23,565 shares, 2016 — 116,061 shares, 2017 — 106,056 shares; Mr. Fisher’s award for 2015 — 8,444 shares, 2016 — 38,420 shares, 2017 — 31,473 shares; Mr. Willingham’s award for 2015 — 6,677 shares, 2016 — 35,217 shares, 2017 — 31,473 shares; Mr. Rimer’s award for 2015 — 4,713 shares, 2016 — 20,810 shares, 2017 — 17,789 shares; Mr. Elliott’s award for 2015 — 3,928 shares, 2016 — 17,608 shares, 2017 — 19,280 shares.
|
(4)
|
Our Named Executive Officers are not a party to any agreement that provides for a severance payment absent termination of employment following a change of control. However, in certain instances our Severance Benefit Plan provides for a severance payment based upon years of completed service and continuation of certain health and welfare benefits. If the Named Executive Officers are entitled to a severance payment under the plan, they would receive two weeks of pay for every year of service, not to exceed 52 weeks or be less than 12 weeks, plus a prorated STIP payment based on their STIP target percentage. They would also be able to continue certain health and welfare benefits for six months at the current active employee rates.
|
(5)
|
Our executive change of control arrangements provide for severance benefits in the event that employment terminates within two years after a change of control. Under the plan, if any of our Named Executive Officers are terminated following a change of control (other than termination for cause or by reason of death or disability), they are entitled to receive a lump sum severance payment equal to a multiplier of 2.99 for Mr. Stover, and 2.5 for Messrs. Fisher, Willingham and Rimer and Elliott of their annual cash compensation. Cash compensation for purposes of calculating severance is the sum of annual base salary and the greater of target bonus for the current year and the average STIP paid or payable for the three years prior to the change of control. They are also entitled to a prorated target STIP payment based on the termination date in the year of the change of control.
|
(6)
|
Our executive change of control arrangements provide for continued medical, dental, vision and life benefits for a period of 36 months for Mr. Stover and 30 months for each other Named Executive Officer following a change of control with each Named Executive Officer continuing to pay the active premium for the 36 or 30 month period, respectively. The value reflected is the present value of the total estimated cost for us to provide these benefits
|
(7)
|
Amounts in this row represent represent benefits paid pursuant to group term life insurance coverage provided by Noble equal to two times base salary, capped at $1,000,000. Noble’s group term life insurance coverage does not discriminate in scope, terms or operation, in favor of our Named Executive Officers, and it is available generally to all salaried employees.
|
(8)
|
Ms. Cunningham retired March 24, 2017 and Mr. Johnson resigned November 12, 2017 and therefore have no termination values as of December 31, 2017.
|
|
Questions and Answers about the Meeting and Voting
|
1.
What is a Proxy Statement and what is a Proxy?
|
2.
What is the difference between holding shares as a shareholder of record and as a beneficial shareholder?
|
3.
How do I vote?
|
4.
What shares are included on the proxy card?
|
5.
How do I attend the meeting in person? What do I need to bring?
|
|
Questions and Answers about the Meeting and Voting
|
6.
How can I vote at the meeting if I am a beneficial owner?
|
7.
How does the Board recommend I vote on the proposals?
|
Proposal
|
|
Board recommendation
|
1. Election of Directors
|
|
FOR each Director Nominee
|
2. Ratification of Appointment of Independent Auditor
|
|
FOR
|
3. Advisory Vote to Approve Executive Compensation
|
|
FOR
|
4.
Consideration of Shareholder Proposal Requesting a Published Assessment of Various Climate Change Scenarios on our Portfolio
|
|
AGAINST
|
8.
How many votes are needed to approve each of the proposals?
|
9.
What if I am a shareholder of record and do not specify a choice for a matter when returning a proxy?
|
10.
What if I am a beneficial owner and do not give voting instructions to my broker?
|
|
Questions and Answers about the Meeting and Voting
|
11.
How are abstentions and broker non-votes counted?
|
12.
What can I do if I change my mind after I vote my shares?
|
•
|
giving written notice to the Company’s Secretary;
|
•
|
delivering a later-dated proxy; or
|
•
|
voting in person at the meeting (unless you are a beneficial owner without a legal proxy, as described in the response to question 6).
|
13.
Are votes confidential? Who counts the votes?
|
•
|
as necessary to meet applicable legal requirements or to assert or defend claims for or against the Company;
|
•
|
in the case of a contested proxy solicitation;
|
•
|
if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or
|
•
|
to allow the independent inspector of election to certify the results of the vote.
|
14.
When will the Company announce the voting results?
|
15.
Does the Company have a policy about Directors’ attendance at the Annual Meeting of Shareholders?
|
|
Questions and Answers about the Meeting and Voting
|
16.
Why did I receive a notice regarding the Internet availability of proxy materials instead of a full set of proxy materials?
|
17.
How are proxies solicited and what is the cost?
|
18.
How can I contact the Company Secretary?
|
19.
How can I communicate with the Board of Directors?
|
20.
Where can I find definitions for capitalized terms, abbreviations and acronyms used in this Proxy Statement?
|
21.
How can I obtain a copy of the Annual Report on Form 10-K?
|
|
Corporate Governance
|
22.
Will I get more than one copy of the proxy statement, annual report or Notice if there are multiple shareholders at my address?
|
|
Glossary
|
401(k) Plan
|
Noble Energy, Inc. 401(k) Plan
|
1992 Plan
|
Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan
|
2005 Plan
|
Noble Energy, Inc. 2005 Stock Plan for Non-Employee Directors
|
2015 Plan
|
Noble Energy, Inc. 2015 Stock Plan for Non-Employee Directors
|
2017 Plan
|
Noble Energy, Inc. 2017 Long-Term Incentive Plan
|
ASC
|
Accounting Standards Codification
|
Board
|
Board of Directors of Noble Energy, Inc.
|
Boe
|
Barrels oil equivalent. Natural gas is converted on the basis of six Mcf of gas per one barrel of oil equivalent. This ratio reflects an energy content equivalency and not a price or revenue equivalency. Given commodity price disparities, the price for a barrel of oil equivalent for natural gas is significantly less than the price for a barrel of oil.
|
Carbon Disclosure Project
|
A not-for-profit global disclosure system that enables corporations to measure and report annual greenhouse gas emissions and other environmental data.
|
CD&A
|
Compensation Discussion and Analysis included in this Proxy Statement
|
CEO
|
Chief Executive Officer
|
CFO
|
Chief Financial Officer
|
Code
|
Internal Revenue Code of 1986, as amended
|
Committee
|
The committee designated by the Board to administer the 2017 Plan
|
Company (or “we” or “us”)
|
Noble Energy, Inc.
|
Compensation Committee
|
Compensation, Benefits and Stock Option Committee
|
CONE
|
CONE Midstream Partners LP
|
COO
|
Chief Operating Officer
|
CROCI
|
Cash return on capital invested
|
CWEI
|
Clayton Williams Energy, Inc.
|
Deferred Compensation Plan
|
Noble Energy, Inc. non-qualified deferred compensation plans
|
DWIR
|
Days without incident rate
|
EH&S Committee
|
Environment, Health and Safety Committee
|
Exchange Act
|
Securities and Exchange Act of 1934, as amended
|
FASB
|
Financial Accounting Standards Board
|
Form 10-K
|
Annual Report on Form 10-K
|
GAAP
|
Accounting principles generally accepted in the United States
|
GOM
|
Gulf of Mexico
|
Governance Committee
|
Corporate Governance and Nominating Committee
|
IPO
|
Initial Public Offering
|
Leviathan
|
Leviathan natural gas project, offshore Israel
|
LTIP
|
Long-Term Incentive Plan
|
MBoe/d
|
Thousand barrels oil equivalent per day
|
Mcf
|
Thousand cubic feet
|
MMBoe
|
Million barrels oil equivalent
|
Named Executive Officers or NEO
|
Noble Energy’s CEO, CFO and the most highly compensated executive officers other than the CEO and CFO which, for 2017, were David L. Stover, Kenneth M. Fisher, Gary W. Willingham, Charles J. Rimer, John K. Elliott, Susan M. Cunningham and Arnold J. Johnson
|
NBLX
|
Noble Midstream Partners LP
|
|
Glossary
|
NYSE
|
New York Stock Exchange
|
Proponent
|
Presbyterian Church (USA), acting as primary filer on behalf of several co-filer
|
Record Date
|
February 23, 2018
|
Restoration Plan
|
Noble Energy, Inc. Retirement Restoration Plan
|
ROACE
|
Return on average capital employed
|
Rosetta Resources (or “Rosetta”)
|
Rosetta Resources Inc.
|
SEC
|
United States Securities and Exchange Commission
|
Severance Benefit Plan
|
An unfunded plan that provides for severance benefits to eligible employees
|
STIP
|
Short-Term Incentive Plan
|
Tamar
|
Tamar natural gas project, offshore Israel
|
Total Direct Compensation
|
Compensation comprised of salary, bonus, stock and option awards and non-equity incentive plan compensation as reflected in the Summary Compensation Table
|
Total Shareholder Return
|
Determined on the basis of the total investment performance that would have resulted at the end of the performance period from investing $100 in our common stock, using a beginning stock price and an ending stock price equal to the average closing price for the month of December immediately preceding the beginning of the performance period and the month of December immediately preceding the end of the performance period, respectively, and with all dividends reinvested
|
TRIR
|
Total recordable incident rate
|
U.S.
|
United States
|
Website
|
Noble Energy, Inc. website found at
www.nblenergy.com
|
|
Appendix A - Non-GAAP Financial Measures
|
|
Year Ended
December 31, 2017
|
Year Ended
December 31, 2016
|
Year Ended
December 31, 2015
|
||||||
Net Cash Provided by Operating Activities
(GAAP)
|
$
|
1,951
|
|
$
|
1,351
|
|
$
|
2,062
|
|
Net Cash Used in Investing Activities
(GAAP)
|
(1,606
|
)
|
(431
|
)
|
(2,871
|
)
|
|||
Reconciliation to Free Cash Flow:
|
|
|
|
||||||
NBLX Cash Paid for Asset Contribution
|
245
|
|
299
|
|
—
|
|
|||
NBL Dividends Paid
|
(190
|
)
|
(172
|
)
|
(291
|
)
|
|||
NBLX Free Cash Flow
(2)
|
151
|
|
—
|
|
—
|
|
|||
Other Items
(3)
|
(63
|
)
|
(66
|
)
|
117
|
|
|||
Free Cash Flow
(non-GAAP)
|
$
|
488
|
|
$
|
981
|
|
$
|
(983
|
)
|
Price Impact Adjustment
|
(232
|
)
|
—
|
|
163
|
|
|||
Free Cash Flow, Price Adjusted
(non-GAAP)
(1)
|
$
|
256
|
|
$
|
981
|
|
$
|
(820
|
)
|
|
Appendix B
|
Name
|
Age
|
Title
|
David L. Stover
|
60
|
Chairman, President and Chief Executive Officer
|
John K. Elliott
|
60
|
Senior Vice President, Offshore
|
Kenneth M. Fisher
|
56
|
Executive Vice President and Chief Financial Officer
|
Terry R. Gerhart
|
57
|
Senior Vice President, Midstream
|
John T. Lewis
|
61
|
Senior Vice President, Corporate Development
|
Charles J. Rimer
|
60
|
Senior Vice President, Global Services
|
A. Lee Robison
|
59
|
Senior Vice President, Human Resources and Administration
|
Thomas H. Walker
|
47
|
Senior Vice President, U.S. Onshore
|
Gary W. Willingham
|
53
|
Executive Vice President, Operations
|
Susan M. Cunningham
|
62
|
Former, Executive Vice President, EH&S Regulatory and New Frontiers (retired March 24, 2017)
|
Arnold J. Johnson
|
62
|
Former Senior Vice President, General Counsel and Secretary (resigned November 12, 2017)
|
|
Appendix B
|
------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
1 Year Noble Energy Chart |
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