The Board of Directors set February 23, 201822, 2019 as the record date for the meeting. This means that holders of record of shares of the Company’s common stock as of the close of business on that date are entitled to receive this notice of, and vote at the meeting and any adjournment or postponement thereof.

A complete list of shareholders will be available for examination at our Company’s offices in Houston, Texas, during ordinary business hours for a period of 10 days prior to the meeting. This list will also be available to shareholders at the meeting.

The following table provides summary information about each director nominee. Our Board is not classified and each director stands for election annually.

* Independent director    A - Audit Committee    C - Compensation, Benefits and Stock Option Committee

CG - Corporate Governance and Nominating Committee     ES - Environment, HealthSafety, Sustainability and SafetyCorporate Responsibility Committee

Our executive compensation program is described in our Compensation Discussion and Analysis and is designed to align executive pay with performance and to create long-term shareholder value through significant “at-risk” compensation. In 2017,2018, we continued our emphasis onto emphasize performance-based compensation, with 64% of our CEO’s target compensation being performance-based as shown in the following chart.

As previously disclosed, for the 2018 Plan year, the Compensation Committee to fundincreased our focus on financial performance metrics by adding in our Short-Term Incentive Plan (“STIP”) at 55% of target and reduce the award values under our Long-Term Incentive Plan (“LTIP”). Improved performance in 2015 and 2016 resulted in Compensation Committee decisions to fund our STIP at 125% and 140% of target respectively.

The chart below illustrates how ourreflects again the alignment we seek to achieve between executive compensation program delivers strong alignment withand Company performance. In setting Mr. Stover’sperformance in our total compensation for the year, our Compensation Committee considered his tenure, scope of responsibilities and level of performance. The “Target” bars represent Mr. Stover’s base salary, target STIP opportunity and grant-dateprogram. Our executives do not achieve target value of LTIP awards for 2015, 2016unless:

As depicted in the chart below and LTIP award value as of December 31, 2017.

By design,We believe our executive compensation program will not deliver intendedis operating as designed as our below target value unless the stock price appreciates on an absolute basis, the Company meets or exceeds median industry stock performanceshareholder return results in below target compensation for our Named Executive Officers (“NEOs”), demonstrating that our compensation program appropriately aligns pay with performance.

To ensureenhance our benchmarking of competitive performance and executive compensation, the Compensation Committee identified two peer groups: one for compensation benchmarking purposes and one for performance evaluation purposes. 

To evaluate relative Company performance, the Committee feels it is important to assess Noble’s performance against companies with similar long-term strategies.  Basin operations, international exposure and commodity mix were considered in defining this performance peer group.  We believe our performance will be appropriately benchmarked against companies with similar commodity exposure, basin specific influences and with whom we continuecompete for investor capital.

Each year the Compensation Committee assesses the performance metrics driving incentive compensation.  The Compensation Committee considers the strategic direction of the organization, the alignment of metrics with shareholder value creation, and feedback received during our spring and fall shareholder engagement processes. With respect to link paythe STIP metrics, we will replace the U.S. onshore drill & complete rate of return metric with a quantitative capital efficiency metric. The new capital efficiency metric will evaluate the organization’s ability to deliver returns by:

We will also add a new qualitative metric to the STIP assessing Noble’s relative performance in each of our operating areas. While the capital efficiency metric focuses on our ability to create value through capital allocation, the Compensation Committee:Committee also believes it is important to measure our relative performance in the basins in which we operate.  We strive to differentiate ourselves as industry leading performers in each of our key basins through safe and efficient operations, capital efficiency and returns.

Shareholder proposals and nominees for director(s) to be submitted for inclusion in our 20192020 Proxy Statement pursuant to our By-Laws or Rule 14a-8 of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), must be received by us no later than November 1, 2018.October 31, 2019.

The Board of Directors of Noble Energy, Inc. (the “Board”) is providing you this Proxy Statement to solicit proxies on its behalf to be voted at the 20182019 Annual Meeting of Shareholders (the “Annual Meeting”) of Noble Energy, Inc. (the “Company”). The meeting will be held at The St. Regis Houston, 1919 Briar Oaks Lane, Houston, Texas 77027 on April 24, 201823, 2019 at 9:30 a.m. Central time. The proxies may also be voted at any adjournment or postponement of the meeting.

The mailing address of our principal executive offices is 1001 Noble Energy Way, Houston, Texas 77070. We are first mailing this Proxy Statement to our shareholders on or about March 1, 2018.February 28, 2019.

All properly executed written proxies and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with the directions given in the proxy unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of the Company’s common stock as of the close of business on February 23, 2018,22, 2019, the record date, are entitled to notice of, and to vote at, the meeting and at any adjournment or postponement thereof. Each owner of record on the record date is entitled to one vote for each share of common stock held. On the record date, February 23, 2018,22, 2019, there were 492,191,992483,584,388 shares of common stock issued and outstanding.

Our Website contains a number of documents, available free of charge, that will be helpful to your understanding of our corporate governance practices:

You may also obtain copies of these documents by contacting the Company Secretary.

Our Board regularly reviews developments in corporate governance and updates our corporate governance documents and practices as appropriate. Amendments to these documents will be promptly posted on our Website.

Our Board recognizes that no single leadership structure is right for all companies at all times and that, depending on the circumstances, other leadership models, such as a separate independent chairman of the board, might be appropriate.

In addition to review at our Board’s annual organizational meeting, ourOur Board will review, at least annually, the continued appropriateness of the combined chairman/CEO structure, as opposed to a split role or other structure. All such reviews will occur outside the presence of the Chairman and CEO, at a meeting of the Corporate Governance and Nominating Committee and/or at an executive session of the Board.

Our Lead Independent Director, currently Michael A. Cawley,lead independent director is elected annually by our Board and has authority described in our Corporate Governance Guidelines that includes:

The primary responsibilities of each committee are summarized below. For more detail, see the committee charters on our website at www.nblenergy.com, under the heading “Corporate Governance.”

The following table lists the current members of each committee and the number of meetings held during 2017.2018.

During fiscal year 2017,2018, Messrs. Berenson, Cox, Craddock, Edelman, Hedrick, Urban and Ms. Williamson served as members of the Compensation Committee, with Messrs. Cox and HedrickMs. Williamson exiting and Mr. Urban joining the committee on April 25, 2017.24, 2018. None of the Compensation Committee members was an officer or employee of the Company or former officer of the Company or had any business relationship or conducted any business with the Company other than as described in the Related Person Transactions disclosure in this Proxy Statement. During fiscal year 2017,2018, none of our executive officers served as a director or member of the Compensation Committee (or other committee of the board performing equivalent functions) of another entity where an executive officer of such entity served as a director of the Company or on our Compensation Committee.

Our risk management program is overseen by our Board and its committees, with support from our management and external consultants.

A key responsibility of our CEO and Board in the area of risk management is ensuring that an effective process is in place to provide continuity of leadership over the long-term. Each year, a review of senior leadership succession is conducted by our Board. During this review, the CEO and the independent directors discuss candidates for senior leadership positions, succession timing for those positions and development plans for the highest-potential candidates. This process forms the basis for ongoing leadership assignments.

We have adopted a Code of Conduct that applies to our directors, officers and employees and sets out our policy regarding laws and business conduct, contains other policies relevant to business conduct and sets out a process for reporting violations thereof. We have also adopted a Code of Ethics for Chief Executive and Senior Financial Officers, violations of which are to be reported to our Audit Committee.

In 2015, we formalized aOur shareholder engagement program that provides for management’s annual engagement with some of our key shareholders to obtain feedback on our corporate governance practices. During 2017,2018, we requested meetings with 3238 shareholders, representing approximately 71%78% of our outstanding shares. Key members of senior management also engage annually with ISS and Glass Lewis. We received feedback regarding board skills and diversity, executive compensation metrics and climate change disclosure.reporting disclosures. Specifically, the Company has committed to publish a climate report in 2019 after extensive engagement with our shareholders. The Company has also expanded its disclosures surrounding our Board skills, experiences and diverse attributes. Feedback

was communicated to, and considered by, our Board and the Company continues to respond to shareholder feedback by working to improve its disclosures around governance and decisions in these areas. The below represents the percentage of our outstanding shares for which we have requested engagement during each year:

Our Governance Committee annually reviews the independence of our non-management directors and reports its findings to our Board. To assist in this review, our Board has adopted standards for director independence consistent with those of the NYSE and SEC. These independence standards are set forth in our Corporate Governance Guidelines, which are available on our Website under the heading “Corporate Governance.”

In making independence determinations, our Board considers relevant facts and circumstances, including transactions, relationships and arrangements between each director or any member of the director’s immediate family and the Company, our subsidiaries and affiliates. Transactions considered by the Board during 20172018 through January 31, 20182019 included:

Under NYSE Listing Standards, a director is not independent if he/she has been within the last three years an employee of the listed company. However, NYSE guidance clarifies that a former employee of an acquired company may still be considered independent if the employment relationship ended concurrent with a merger. Mr. Craddock’s employment with Rosetta ended concurrently with the Company’s merger with Rosetta on July 20, 2015. Mr. Craddock did not receive additional consideration subsequent to the merger, none of the Rosetta executives were retained by the Company and the acquired assets represent a small portion of the Company’s total asset portfolio. Therefore, after review of therelevant NYSE guidance, as well as other relevant facts and circumstances, the Company found, and continues to find, Mr. Craddock to be an independent director. Mr. Craddock brings valuable knowledge of our Delaware and Eagle Ford Shale assets, as well as CEO experience and a high level of financial literacy to our Board.

After reviewing these transactions, relationships and arrangements, on February 6, 20188, 2019 our Board determined that no material relationship existed that would interfere with the ability of Messrs. Berenson, Cawley, Cox,

We review all relationships and transactions in which the Company and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. We have developed and implemented processes and controls to obtain information from our directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction.

As required under SEC rules, transactions that are determined to be directly or indirectly material to our Company or a related person are disclosed in our annual Proxy Statement. In addition, our Governance Committee or Board (if appropriate) reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, consideration is given to:

Any director who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, but that director may be counted in determining the presence of a quorum at the meeting where the transaction is considered.

Ms. Ladhani is the President and CEO of Select Energy, a public company that provides its customers with efficient and environmentally conscious water and chemical solutions to service the full life cycle of the well. During fiscal year 20172018 and through January 31, 2018,2019, the Company made payments totaling $24.8$31.1 million to Select Energy companies. In addition, a portfolio company of White Deer, Crescent Companies, LLC, merged into Rockwater in March 2017, that subsequently merged with Select Energy in November 2017. As a result, White Deer owns a 4.2%less than 5% interest ofin Select Energy, and Mr. Edelman has an indirect pecuniary interest of 0.26%less than 1% in Select Energy.

Based upon the review and recommendations of our Governance Committee and our Board, we believe these transactions were in our best interest and on terms no less favorable to us than we could have achieved with an unaffiliated party.

During fiscal year 20172018 and through January 31, 2018,2019, there were no other transactions in excess of $120,000 between our Company and a related person in which the related person had a direct or indirect material interest.

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Directors, executive officers and more than 10% shareholders are required by SEC regulations to provide us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of the reports furnished to us and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our directors, officers and more than 10% beneficial owners were complied with during the year ended December 31, 2017.2018.

The following table sets forth, as of February 23, 2018,22, 2019, the shares of our common stock and common units of NBLX beneficially owned by each director, each Named Executive Officer (“NEO”)NEO listed in the Summary Compensation Table included in this Proxy Statement, and all directors and executive officers as a group.

The following table sets forth, as of February 23, 2018,22, 2019, information about the number of shares held by persons we know to be the beneficial owners of more than 5% of our issued and outstanding common stock.

Our Board is currently comprised of 11 directors. Our Board recommends voting for the nine director nominees as presented below, seven of whom are independent. The business experience of each nominee, as well as the qualifications that led our Board to select them for election to the Board, is discussed below. All directors are elected annually to serve until the next annual meeting and until their successors are elected and qualified.

Our By-Laws provide that the number of directors shall be determined by the Board and that in an election where the number of nominees does not exceed the number of directors to be elected, each director must receive the majority of the votes cast with respect to that director.

Our Board will nominate candidates for election or re-election who agree to tender, promptly following the annual meeting, irrevocable resignations that will be effective upon (a) the failure to receive the required vote at the next annual meeting and (b) acceptance by the Board. In addition, our Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation promptly following their appointment to the Board.

If an incumbent director fails to receive the required vote for re-election, then, within 90 days following certification of the shareholder vote, our Governance Committee will act to determine whether to accept the director’s resignation and will submit its recommendation for consideration by our Board. The Board will promptly act on the resignation, taking into account the recommendation of the Governance Committee, and publicly disclose its decision and rationale.

Our Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to our Board a slate of nominees for election at each Annual Meeting of Shareholders. Nominees may be suggested by directors, members of management, shareholders or, in some cases, by a third-party search firm.

Shareholders who wish the Governance Committee to consider their recommendations for nominees for the position of director should submit a recommendation in writing to the Governance Committee, in care of the Company Secretary, between 120 and 150 days before the anniversary date of the mailing of the previous year’s proxy materials. Shareholder nominees for directors to be submitted for inclusion in our 20192020 Proxy Statement must be received by us by November 1, 2018.October 31, 2019. Our Corporate Governance Guidelines specify the processes for evaluating nominees for director and the requirements for a shareholder recommendation for a director nominee.

In addition, our By-Laws permit certain qualifying shareholders to include director nominees in our Proxy Statement. This proxy access mechanism allows a shareholder or group of up to 25 shareholders owning at least 3% of the Company’s outstanding common stock continuously for at least three years to submit their own candidate for election to our Board. These nominees may not constitute more than 25% of our Board at any time. Proxy access nominations must be delivered to the Company between 120 and 150 days before the anniversary date of the mailing of the previous year’s proxy materials and satisfy certain other criteria specified in our By-Laws. For inclusion in our 2019 Proxy Statement, proxy access nominations must be received by us no later than November 1, 2018.October 31, 2019.

Our Governance Committee believes that the minimum qualifications for serving as a director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to our Board’s oversight of our business and affairs and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. Nominees for director shall be those people

who, after taking into account their skills, expertise, integrity, diversity, character, judgment, age, independence, corporate experience, length of service, potential conflicts of interest and commitments (including, among other things, service on the boards or comparable governing bodies of other public or private companies, charities, civic bodies or similar organizations) and other diverse attributes and qualities, are believed to enhance our Board’s ability to manage and direct, in an effective manner, our business and affairs, including, when applicable, to enhance the ability of the committees of our Board to fulfill their duties and to satisfy any independence requirements imposed by law, regulation or listing standards of the NYSE.

In general, nominees for director should have an understanding of the workings of large business organizations such as ours and senior level executive experience, as well as the ability to make independent, analytical judgments, the ability to communicate effectively and the ability and willingness to devote the time and effort to be an effective and contributing member of our Board. In addition, our Governance Committee will examine a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest, and independence from management and our Company. It will also seek to have our Board represent a diversity of background, experience gender and race.other diverse attributes. Our Governance Committee annually reviews its long-term plan for Board composition, giving consideration to the foregoing factors. The above criteria and guidelines, together with the section of the Company’s Corporate Governance Guidelines entitled “Director Qualification Standards,” constitute the policy of the Governance Committee regarding the recommendation of new nominees or the re-election of directors to the Company’s Board of Directors or its committees.

Upon recommendation of the Governance Committee, our Board has nominated Jeffrey L. Berenson, Michael A. Cawley, Edward F. Cox, James E. Craddock, Barbara J. Duganier, Thomas J. Edelman, Holli C. Ladhani, David L. Stover, Scott D. Urban and William T. Van Kleef for election as director.

Each of the director nominees currently serves on our Board and was elected by the shareholders at our 20172018 Annual Meeting of Shareholders, with the exception of Holli C. Ladhani,Barbara J. Duganier, who was electedappointed on October 24, 2017May 29, 2018 by our Board. If elected, each nominee will hold office until the 20192020 Annual Meeting of Shareholders and until his or her successor is elected and qualified. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should be unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce the number of directors.

Our Board believes that the combination of the various qualifications, skills, experiences and experiencesdiverse attributes of the 20182019 director nominees will contribute to an effective and well-functioning board. Our Board and the Governance Committee believe that, individually and as a whole, these director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to our Company’s management.

In furtherance of the Director Qualifications discussed above, the following biographies highlight some categories of qualifications, attributes, skills and experience of each director nominee that led our Board to conclude that the director is qualified to serve.

Our 20172018 director compensation program consists of two principal elements: (1) an annual retainer and committee feesretainer and (2) equity, including stock options andin the form of restricted stock. Our Governance Committee reviews our director compensation program annually, based on information provided by our independent compensation consultant.

Non-employee directors are also entitled to participate in our Non-Employee Director Fee Deferral Plan under which all or a portion of their director fees may be deferred for future payment. We also reimburse directors for travel, lodging and related expenses they incur in attending Board and committee meetings and director continuing education programs relevant to their Board service.

The 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc. (“2015 Plan”) provides for grants of stock options and awards of restricted stock to our non-employee directors, and was approved by shareholders on April 28, 2015.

Stock options were issued with an exercise price equal to the fair market value, as defined in the 2015 Plan, of our common stock on the date of grant and may be exercised beginning one year after the date of grant. They expire 10 years from the date of grant. Restricted stock is restricted for a period of one year from the date of award. The vesting of stock options and restricted stock under the 2015 Plan is not contingent upon the satisfaction of any performance criteria and will accelerate upon a termination of Board membership following a change of control, as defined in the 2015 Plan.

Newly elected non-employee directors receive, on the date of initial election to our Board, an award with a total value of $250,000 to be allocated 100% to restricted shares. On October 24, 2017 our Board approved the grant of full value shares for annual equity and new hire grants, to replace the prior practice of granting one-half stock options and one-half restricted shares.

On January 30, 201829, 2019 our Board considered the Company’s 2017 positive2018 results in an adverse business environment in making the 2018 awards based on the $200,000 target value, with 100% of the grant in restricted stock, resulting in 6,4748,932 shares of restricted stock being awarded to each non-employee director, effective February 1, 2018.2019.

The table below sets forth certain information concerning the compensation paid or earned in 20172018 by our non-employee directors.

The Audit Committee of our Board is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit our financial statements. The Audit Committee has appointed KPMG LLP as our independent external auditor for 2018.2019. KPMG has been retained as our external auditor continuously since May 2002.

The Audit Committee is responsible for the audit fee negotiations associated with our retention of KPMG. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm.

In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of KPMG’s new lead engagement partner. The members of the Audit Committee and our Board believe that the continued retention of KPMG to serve as our independent external auditor is in our best interest and the best interest of our shareholders.

Although action by our shareholders on this matter is not required, our Audit Committee believes that it is important to seek shareholder ratification of this appointment in light of the critical role played by our independent auditor in maintaining the integrity of our financial controls and reporting. One or more representatives of KPMG are expected to be present at our annual meeting and will be able to make a statement if they so desire and respond to appropriate questions.

The Audit Committee approves all audit and non-audit services to be provided by our Independent Auditor prior to the receipt of such services. The Audit Committee Chair has the authority to pre-approve services of up to $50,000 rendered by our Independent Auditor. Any pre-approval of services by the Audit Committee Chair shall be reported to the Audit Committee at its next scheduled meeting.

The Audit Committee considers whether KPMG's rendering of non-audit services to the Company is compatible with maintaining its independence. All audit-related services, tax services and other services for 20172018 set forth in the table above were pre-approved by the Audit Committee Chair or the Audit Committee, as provided above, which in either case determined that such services would not impair the independence of our auditor and are consistent with the SEC’s rules on auditor independence.

As we do each year, and as required by Section 14A of the Exchange Act, we provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s compensation disclosure rules.

This Compensation Discussion and Analysis describes our executive compensation program, the decisions our Compensation Committee has made under that program and the factors considered in making those decisions. It focuses on the compensation of our Named Executive Officers for 2017,2018, who were:

Biographical information for our Named Executive Officers, and other executive officers under the Exchange Act, is included in Appendix B to this Proxy Statement.

To enhance the benchmarking process for both our competitive performance and grant-date target value of LTIP awards for 2015, 2016 and 2017. The “Realizable” bars represent, as a percentage of target, the total of each year’s base salary paid, STIP earned and paid and LTIP award value as of December 31, 2017.

At the 20172018 Annual Meeting of Shareholders, we held our seventh annual advisory vote on executive compensation. OurWe believe our “say on pay” shareholder votes for 2016, 2017 and 20172018 support our approach to executive compensation, at 95.4%, 97.4% and 97.4%97.2% favorability, respectively, of shares voted. Our Compensation Committee believes that these votes convey our shareholders’ strong support of its decisions and our executive compensation program. Consistent with prior years, in 20172018 we completed a robust shareholder engagement program, designed to obtain shareholder feedback and respond to shareholder questions regarding our business strategy, executive