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

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