UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2 5, 2020

LOGO

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-07964

73-0785597

(State or other jurisdiction of

incorporation or organization)

Commission

File Number

(I.R.S. Employer

Identification No.)

1001 Noble Energy Way

Houston, Texas

77070

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NBL	The Nasdaq Stock Market LLC ~~(NASDAQ Global Select Market)~~*
		(Nasdaq Global Select Market)

* As more fully disclosed herein, the registrant’s common stock was suspended from trading on the Nasdaq Global Select Market effective October 5, 2020. A Form 25 was filed on October 5, 2020 to delist the registrant’s common stock from the Nasdaq Global Select Market and to remove it from registration under Section 12(b) of the Exchange Act.

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

Emerging growth company ☐

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

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

OnThis ~~October 2,~~Current ~~2020,~~Report ~~Noble~~on ~~Energy,~~Form ~~Inc.~~8-K ~~(“Noble~~is ~~Energy”~~being orfiled ~~the~~in ~~“Company”)~~connection ~~held~~with athe ~~virtual~~completion, ~~special~~on ~~meeting~~October 5, of2020 ~~the Company’s stockholders~~ (the “~~Special~~Closing ~~Meeting~~Date”)., Atof the ~~Special~~previously ~~Meeting,~~announced ~~the~~Merger ~~Company’s stockholders voted on and approved~~ (~~a) a~~as ~~proposal~~defined ~~(the “Merger Proposal”~~below) tocontemplated ~~adopt~~by the Agreement and Plan of Merger, dated as of July 20, 2020 (the “Merger Agreement”), by and among ~~Chevron~~Noble ~~Corporation (“Chevron”)~~Energy, ~~Chelsea Merger Sub~~ Inc., a ~~direct,~~Delaware ~~wholly-owned~~corporation ~~subsidiary of Chevron, and the Company, and~~ (~~b) a proposal (the~~ “~~Merger-Related~~Noble ~~Compensation Proposal~~Energy”) ~~to approve~~, onChevron ~~an advisory (non-binding) basis~~Corporation, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement. Prior to the Special Meeting, the Company delivered a ~~definitive~~Delaware ~~proxy~~corporation ~~statement/prospectus~~ (~~the~~ “~~Proxy Statement~~Chevron”) ~~to its stockholders describing the Special Meeting~~, ~~the~~and ~~Merger~~Chelsea ~~Proposal, the~~ Merger~~-Related~~ ~~Compensation~~Sub ~~Proposal~~Inc., ~~the~~a ~~merger~~Delaware corporation and ~~related information. The Proxy Statement also contained~~ a ~~proposal to adjourn the Special Meeting~~direct, ifwholly ~~necessary~~owned orsubsidiary ~~appropriate,~~of toChevron ~~solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement~~ (~~the~~ “~~Adjournment~~Merger ~~Proposal~~Subsidiary”). ~~The Proxy Statement was filed with the U.S. Securities and Exchange Commission on August 26, 2020.~~

At the ~~Special~~effective ~~Meeting,~~time of the Merger ~~Proposal~~on ~~was approved by~~ the ~~affirmative~~Closing ~~vote~~Date of (the ~~holders~~“Effective ofTime”), ain ~~majority~~accordance ofwith the ~~outstanding~~Merger ~~shares~~Agreement, ofMerger ~~the~~Subsidiary ~~Company’s~~merged ~~common~~with ~~stock~~and ~~entitled~~into toNoble ~~vote~~Energy on (the ~~proposal. The~~ “Merger~~-Related Compensation Proposal was approved~~”), onwith anNoble ~~advisory~~Energy ~~basis,~~continuing byas the ~~affirmative~~surviving ~~vote~~corporation ofand ~~the holders of~~ a ~~majority~~direct, ofwholly-owned ~~the~~subsidiary ~~shares~~ of ~~the~~Chevron. ~~Company’s~~Noble Energy common stock ~~present~~was insuspended ~~person~~from ortrading ~~represented by proxy at the Special Meeting and entitled to vote~~ on the ~~proposal.~~Nasdaq ~~The~~Global ~~Adjournment~~Select ~~Proposal~~Market ~~was~~(“Nasdaq”) ~~approved~~prior byto the ~~affirmative~~open ~~vote~~ of ~~the~~trading ~~holders of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Special Meeting and entitled to vote~~ on ~~the~~October 5, ~~proposal~~2020.

AsAt of the ~~close~~Effective ~~of business on August 21~~Time, ~~2020,~~in ~~the~~accordance ~~record~~with ~~date for~~ the ~~Special~~Merger ~~Meeting~~Agreement, ~~there~~each ~~were~~outstanding ~~484,706,448~~share ~~shares~~ of ~~the Company’s~~ common stock, ~~par~~of ~~value~~Noble ~~$0.01~~Energy ~~per share,~~ (~~“Company~~except ~~common~~as ~~stock”),~~otherwise ~~outstanding~~specified ~~and~~in ~~entitled~~the toMerger ~~vote.~~Agreement) ~~391,106,698~~was ~~shares~~converted ofinto ~~Company~~the ~~common~~right ~~stock~~to ~~were~~receive ~~represented~~0.1191 atof ~~the~~a ~~Special~~share ~~Meeting~~of bycommon ~~proxy~~stock orof byChevron ~~attending~~ (the ~~virtual~~“Merger ~~meeting,~~Consideration”). ~~representing~~No ~~approximately~~fractional ~~80.7%~~shares of ~~Company~~Chevron common stock ~~outstanding~~were asissued ofin the ~~record~~Merger, ~~date~~ and ~~entitled~~former toNoble ~~vote~~Energy atstockholders ~~the~~are ~~Special~~entitled ~~Meeting, which constituted a quorum~~ to ~~conduct~~receive ~~business~~cash ~~at the meeting. Virtual attendance at the Special Meeting constituted presence~~ in ~~person~~lieu ~~for purposes~~ of ~~satisfying~~any ~~the~~fractional ~~quorum~~shares ~~and~~of ~~vote~~Chevron ~~requirements.~~common ~~The~~stock ~~following~~otherwise ~~are~~issuable ~~the~~to ~~final~~such ~~voting~~stockholders ~~results~~under on the Merger ~~Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal, each of which is more fully described in the Proxy Statement~~Agreement.

Pursuant to the Merger ~~Proposal:~~Agreement, ~~The~~at the Effective Time, (A) each outstanding option to purchase shares of Noble Energy common stock (a “Noble Energy stock option”) was converted into an option to acquire, on the same terms and conditions as were applicable under such Noble Energy stock option immediately prior to the Effective Time (including any provisions for acceleration), the number of shares ~~voted~~of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy stock option immediately prior to the Effective Time by (ii) the Merger Consideration; (B) each outstanding award of cash-settled restricted stock units that corresponded to shares of Noble Energy common stock (a “Noble Energy RSU award”) was converted into a restricted stock unit award (a “Chevron RSU award”) on the same terms and conditions as were applicable under such Noble Energy RSU award immediately prior to the Effective Time (including any provisions for acceleration), with respect to the number of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RSU award immediately prior to the Effective Time by (ii) the Merger Consideration; (C) each award of shares of restricted Noble Energy common stock subject to vesting, repurchase or ~~against~~other lapse restriction solely based on continued service (a “Noble Energy RS award”), aswas ~~well~~converted into an award, on the same terms and conditions as ~~abstentions~~were applicable under such Noble Energy RS award immediately prior to the Effective Time (including any provisions for acceleration) with respect to the number of shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy RS award immediately prior to the Effective Time by (ii) the Merger Consideration; and ~~broker~~(D) each ~~non-votes~~award of notional shares of restricted Noble Energy common stock, ifwhose vesting was conditioned in full or in part based on achievement of performance goals or metrics (a “Noble Energy PS award”), was converted into an award, on the same terms and conditions as were applicable under such Noble Energy PS award immediately prior to the Effective Time (other than any performance-based vesting conditions), with respect to the ~~Merger~~number ~~Proposal~~of ~~presented~~shares of Chevron common stock determined by multiplying (i) the number of shares of Noble Energy common stock subject to such Noble Energy PS award immediately prior to the Effective Time (assuming that any performance-based vesting conditions applicable to such Noble Energy PS award for any performance period that had not been completed as of the Effective Time were achieved at the ~~Special~~greater ~~Meeting~~of ~~was:~~“target” performance or actual performance as of the Effective Time) by (ii) the Merger Consideration.

Votes For		Votes Against		Abstentions		Broker Non-Votes
352,604,679		37,784,639		717.380		N/A

The issuance of Chevron common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Chevron’s registration statement on Form S-4 (File No. 333-244369) (as amended, the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 26, 2020. The definitive proxy statement of Noble Energy, which formed part of the Registration Statement and also constituted Chevron’s prospectus, contains additional information about the Merger and the other transactions contemplated by the Merger Agreement.

Merger-Related Compensation Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Merger-Related Compensation Proposal presented at the Special Meeting was:

Votes For		Votes Against		Abstentions		Broker Non-Votes
278,037,674		111,989,898		1,079,126		N/A

Adjournment Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Adjournment Proposal presented at the Special Meeting was:

Votes For		Votes Against		Abstentions		Broker Non-Votes
322,137,593		67,937,291		1,031,814		N/A

Item 7.01 Regulation FD Disclosure.

On October 2, 2020, Noble Energy issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

The information included in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be “filed” for purposes of Section 18 of the Exchange Act.

~~Item~~The 8foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.011 ~~Other~~to ~~Events~~Noble Energy’s Current Report on Form 8-K/A filed with the SEC on July 22, 2020.

~~With~~The Merger Agreement is incorporated herein by reference to provide investors with information regarding its terms. It is not intended to provide any other factual information about Noble Energy or Chevron. The representations, warranties and covenants contained in the ~~approval~~Merger Agreement were made only for purposes of the Merger ~~Proposal~~Agreement as of the specific dates therein, ~~Noble~~were ~~Energy~~solely ~~expects~~for the ~~closing~~benefit of the ~~merger~~parties to ~~occur~~the ~~early~~Merger inAgreement, may be subject to limitations agreed upon by the ~~fourth~~contracting ~~quarter~~parties, including being qualified by confidential disclosures made for the purposes of ~~2020~~allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the ~~satisfaction~~contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or ~~waiver~~any descriptions thereof as characterizations of the ~~remaining~~actual ~~conditions~~state toof ~~close~~facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Noble Energy’s public disclosures.

~~Important~~Item ~~Additional~~1.02 ~~Information~~Termination of a Material Definitive Agreement.

~~This~~In ~~communication~~connection ~~does~~with ~~not constitute an offer to sell or~~ the ~~solicitation~~completion of anthe ~~offer to buy any securities or a solicitation of any vote or approval~~Merger, ~~nor~~on ~~shall~~the ~~there~~Closing ~~be any sale of securities in any jurisdiction in which such offer~~Date, ~~solicitation~~Noble orEnergy ~~sale~~terminated ~~would be unlawful prior to registration or qualification under~~ the ~~securities~~Credit ~~laws~~Agreement, ofdated ~~any~~as ~~such jurisdiction. No offer~~ of ~~securities shall be made except by means of a prospectus meeting the requirements of Section~~October ~~10 of the Securities Act of 1933~~14, 2011 (as amended~~. In connection with the potential transaction~~, ~~Chevron filed a registration statement on Form S-4 with~~ the ~~Securities and Exchange Commission (~~“~~SEC~~Credit Agreement”), ~~containing~~among ~~a preliminary prospectus of Chevron that also constitutes a preliminary proxy statement of~~ Noble Energy~~. The Form S-4 was declared effective on August 26~~, ~~2020, and~~ the ~~definitive~~lenders ~~proxy~~party ~~statement~~thereto was mailed to stockholders of Noble Energy on the same date. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Chevron or Noble Energy may file with the SEC and ~~send~~JPMorgan toChase ~~Noble~~Bank, ~~Energy’s stockholders in connection with the potential transaction~~N.A., ~~INVESTORS~~as ~~AND~~administrative SECURITY HOLDERS OF CHEVRON AND NOBLE ENERGY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATIONagent. ~~Investors~~In ~~and~~connection ~~security holders are able to obtain free copies of the proxy statement/prospectus and other documents filed~~ with the ~~SEC~~termination, ~~by Chevron or~~ Noble Energy ~~through~~repaid ~~the~~all ~~website maintained by the SEC at http://www.sec.gov. Copies~~ of the ~~documents~~outstanding ~~filed~~obligations ~~with~~in ~~the~~respect ~~SEC by Chevron are available free~~ of ~~charge~~principal, oninterest ~~Chevron’s website at http://www.chevron.com/investors~~ and ~~copies~~fees ofunder the ~~documents~~Credit ~~filed with the SEC by Noble Energy are available free of charge on Noble Energy’s website at http://investors~~Agreement.~~nblenergy.com.~~

~~Forward-Looking~~The ~~Statements~~Credit ~~and~~Agreement ~~Cautionary~~provided ~~Statements~~for a $4.0 billion unsecured revolving credit facility that Noble Energy could draw upon for, among other things, general corporate purposes. Absent termination (or extension pursuant to its terms), the commitments under the Credit Agreement would have expired on March 9, 2023. As of the Closing Date, there was $330.0 million of borrowings outstanding under the Credit Agreement. Early termination of the Credit Agreement did not require payment of any early termination penalties.

~~This~~Some ~~communication contains forward-looking statements within the meaning~~ of the ~~Private~~lenders ~~Securities~~under ~~Litigation Reform Act of 1995, Section 27A of~~ the ~~Securities~~Credit ~~Act~~Agreement ~~of 1933, as amended,~~ and/or ~~Section 21E~~their ofaffiliates ~~the~~have ~~Securities~~in ~~Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding~~ the ~~potential~~past ~~transaction~~performed ~~between~~investment ~~Chevron and Noble Energy~~banking, ~~including~~financial ~~any statements regarding the expected timetable for completing the potential transaction~~advisory, ~~the~~lending ~~ability to complete the potential transaction, the satisfaction of the conditions precedent to the potential transaction,~~ and ~~any other statements regarding Chevron’s and Noble Energy’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows,~~ /or ~~future~~commercial ~~events~~banking ~~or performance. These statements are often~~services, ~~but not always, made through the use of words~~ or ~~phrases~~other ~~such~~services asfor “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential” and similar expressions. All such forward-looking statements are based on current expectations of Chevron’s and Noble Energy’s ~~management~~ and ~~therefore~~its ~~involve~~subsidiaries ~~estimates~~(including ~~and~~in ~~assumptions~~connection ~~that~~with ~~are subject to risks, uncertainties and other factors that could cause actual results to differ materially from~~ the ~~results~~transactions ~~expressed~~described in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Chevron’s or Noble Energy’s respective businesses; the effect of this ~~communication~~Current onReport Chevron’s or Noble Energy’s stock prices; the effects of industry, market, economic, political or regulatory conditions outside of Chevron’s or Noble Energy’s control; transaction costs; Chevron’s ability to achieve the benefits from the proposed transaction, including the anticipated annual run-rate operating and other cost synergies and accretion to return on ~~capital~~Form ~~employed~~8-K), ~~free~~for ~~cash~~which ~~flow,~~they ~~and~~have ~~earnings~~received ~~per~~customary ~~share;~~compensation ~~Chevron’s ability to promptly, efficiently~~ and ~~effectively~~expense ~~integrate acquired operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related issues~~reimbursement. ~~Other important factors that could cause actual results to differ materially from those in~~

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, in connection with the consummation of the Merger, Noble Energy notified Nasdaq that the Merger had been consummated and requested that the trading of its common stock on Nasdaq be suspended and that the listing of its shares on Nasdaq be withdrawn. In addition, Noble Energy requested that Nasdaq file with the SEC a notification on Form 25 to report the delisting of its shares from Nasdaq and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended. Nasdaq filed the Form 25 on the Closing Date.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~the~~Item forward-looking statements are: changing crude oil and natural gas prices and demand for Chevron’s or Noble Energy’s products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the various countries in which the parties operate; general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; Chevron’s ability to realize anticipated cost savings, expenditure reductions and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the parties’ suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond Chevron’s control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; Chevron’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government-mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of operations; foreign currency movements compared with the U5.S.01 ~~dollar;~~Changes ~~material reductions~~ in ~~corporate~~Control ~~liquidity and access to debt markets; the receipt~~ of required Board authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; and Chevron’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industryRegistrant. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Noble Energy assumes no obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Additional factors that could cause results to differ materially from those described above can be found in Noble Energy’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on the Noble Energy’s website at http://investors.nblenergy.com/financial-information/sec-filings and on the SEC’s website at http://www.sec.gov, and in Chevron’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on Chevron’s website at https://chevroncorp.gcs-web.com/financial-information/sec-filings and on the SEC’s website at http://www.sec.gov.

As a result of the consummation of the Merger, a change of control of Noble Energy occurred, and Noble Energy became a direct, wholly-owned subsidiary of Chevron.

The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, all of the directors and officers of Noble Energy immediately prior to the Effective Time ceased to be directors or officers of Noble Energy at the Effective Time, and, at the Effective Time, Frank W. Mount, M. Ryan LaRosa and Stephen W. Green became the directors of Noble Energy, and Jeff B. Gustavson became the President of Noble Energy. Immediately after the Effective Time, directors Frank W. Mount, M. Ryan LaRosa and Stephen W. Green were replaced by Jeff B. Gustavson, Alana K. Knowles and Uriel M. Oseguera by action of Chevron as the sole shareholder of Noble Energy.

Jeff B. Gustavson, 48, serves as the Vice President of Chevron North America Exploration & Production Company and oversees its Mid-Continent Business Unit, a position he has held since February 2018. From September 2015 to February 2018, Mr. Gustavson was the President of Chevron Canada Limited. Prior to that, he has held positions in Finance, Mergers & Acquisitions, Corporate Strategic Planning, Supply and Trading, Investor Relations and Upstream and has had various assignments in the United States, Venezuela, the United Kingdom and Canada, having joined Chevron in 1999.

Item 5.03

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

In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Noble Energy’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of Noble Energy’s amended and restated certificate of incorporation and by-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of July 20, 2020, by and among Chevron Corporation, Chelsea Merger Sub Inc. and Noble Energy, Inc. (incorporated by reference to Exhibit 2.1 to Noble Energy, Inc.’s Current Report on Form 8-K/A filed with the SEC on July 22, 2020).*

3.1		Amended and Restated Certificate of Incorporation of Noble Energy, Inc. as of October 5, 2020.

3.2		Amended and Restated By-Laws of Noble Energy, Inc. as of October 5, 2020.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

ExhibitNo.		Description
99.1		Press Release, dated October 2, 2020.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

*	Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request.

SIGNATURE

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

	NOBLE ENERGY, INC.
Date: October 2, 2020
Date: October 5, 2020
	By:	/s/ ~~Kenneth~~Kari MH. ~~Fisher~~Endries
		Kenneth M. Fisher
		Kari H. Endries
		Executive Vice President, Chief Financial Officer
		Vice President and Secretary

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