Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) On January 2, 2007, the Board of Directors of Noble Corporation
(the "Company") acted to increase the size of the Board of Directors to nine
members and appointed David W. Williams as Chairman of the Board, Chief
Executive Officer and President of the Company.
Prior to his appointment to these offices, Mr. Williams served as Senior Vice
President - Business Development of Noble Drilling Services Inc., an indirect,
wholly-owned subsidiary of the Company, from September 2006 to January 2007, as
Senior Vice President - Operations of Noble Drilling Services Inc. from January
to April 2007, and as Senior Vice President and Chief Operating Officer of the
Company from April 2007 to the current appointments. Mr. Williams has 28 years
of energy industry experience, and prior to September 2006, he served for more
than five years as Executive Vice President of Diamond Offshore Drilling, Inc.,
an offshore oil and gas drilling contractor.
Mr. Williams, age 50, has been appointed to a term of office to serve until
his successor is chosen and qualified or until his earlier death, resignation or
removal from office. There are no arrangements or understandings between
Mr. Williams and any other person pursuant to which he was selected as a
director or executive officer of the Company. There are no family relationships
between Mr. Williams and any director or executive officer of the Company. There
are no transactions in which Mr. Williams has an interest requiring disclosure
under Item 404(a) of Regulation S-K. Mr. Williams will not serve as a member of
the Audit Committee, Nominating and Corporate Governance Committee, Compensation
Committee or Finance Committee of the Board of Directors.
Effective with the appointment of Mr. Williams as Chairman, Chief Executive
Officer and President of the Company, William A. Sears resigned those offices
which he had held on an interim basis since September 20, 2007. Mr. Sears
continues to serve as a member of the Board of Directors of the Company.
Item 7.01 Regulation FD Disclosure.
On January 3, 2008, the Company issued a news release announcing that the
Board of Directors had appointed David W. Williams as Chairman of the Board,
Chief Executive Officer and President of the Company. A copy of the news release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and will be
published in the "Newsroom" area on the Company's web site at
http://www.noblecorp.com. Pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission, the news release is being furnished and
shall not be deemed to be "filed" under the Securities Exchange Act of 1934.
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