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EX-10.1 - EX-10.1 - Baker Hughes Holdings LLC | h81848exv10w1.htm |
EX-99.1 - EX-99.1 - Baker Hughes Holdings LLC | h81848exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2011 (April 28, 2011)
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
Delaware | 1-9397 | 76-0207995 | ||
(State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
2929 Allen Parkway, Houston, Texas | 77019 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 439-8600
(former name or former address, 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 28, 2011, Baker Hughes Incorporated (the Company) announced that in accordance
with the Companys established succession plan, Chad C. Deaton will transition from Chairman of the
Board and Chief Executive Officer to Executive Chairman of the Company effective January 1, 2012.
(c) (1) On April 28, 2011, the Company also announced that Martin S. Craighead will assume the
position of Chief Executive Officer in addition to his role as President of the Company effective
January 1, 2012.
(2) Mr. Craighead, age 51, has served as President since July 2010 and Chief Operating
Officer since May 2009. During his career at the Company, he served as Senior Vice President of
the Company, President of the Company Drilling & Evaluation Group and as President of Baker Atlas
and INTEQ. He joined the Company in 1986 and has worked in engineering, operational and managerial
positions throughout North America, Latin America and Asia Pacific. Mr. Craighead earned a
Bachelor of Science degree in Petroleum and Natural Gas Engineering from Pennsylvania State
University and a Master of Business Administration degree from Vanderbilt University.
(e) On April 28, 2011, the Board of Directors of the Company entered into a Restated and
Superseding Employment Agreement with Chad C. Deaton (the Employment Agreement) in connection
with his transition from Chairman of the Board and Chief Executive Officer to Executive Chairman,
effective January 1, 2012. The Employment Agreement generally provides that starting on January 1,
2012 and continuing through January 31, 2013, subject to annual renewals thereafter, Mr. Deaton
will serve as Executive Chairman of the Company. His duties will consist of chairing the Board of
Directors and conducting general oversight, on behalf of the Board, of the Companys operations as
carried by senior executive management, including supporting the new CEO. During Mr. Deatons
service as the Executive Chairman of the Company, the Company will pay Mr. Deaton a base salary,
annualized, of $750,000 (Base Salary), and Mr. Deaton will be eligible to participate in the
Companys Annual Incentive Compensation Plan (or any successor) with a target bonus percentage,
expressed as a percentage of his Base Salary, of 120 percent, and other benefits available on the
same basis as the other senior executive employees and officers. In addition to other terms with
respect to his employment, Mr. Deatons restricted stock awards, stock options and performance
units currently outstanding will vest and become non-forfeitable on
January 31, 2013, subject to
his continued employment through January 31, 2013. As Executive Chairman he will be granted a new
restricted stock unit award that provides 37,500 shares will vest on
each of January 31, 2013,
subject to his continued employment and the second anniversary of his termination of employment,
subject to compliance with certain non-compete requirements, death or disability. Pursuant to the
Employment Agreement, the existing Amended and Restated Employment Agreement between the Company
and Mr. Deaton, effective January 1, 2009, and the Amended and Restated Change in Control Agreement
between Mr. Deaton and the Company, effective January 1,
2009, will continue in effect in all
respects during Mr. Deatons continued employment as Chief Executive Officer and Chairman of the
Board through December 31, 2011 and terminate immediately thereafter. Mr. Deatons
Indemnification Agreement effective October 25, 2004, as amended effective January 1, 2009, will
continue in accordance with its terms. The Employment Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Page 2
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Companys Annual Meeting of Stockholders was held on April 28, 2011 (i) to elect eleven
members of the Board of Directors to serve for one-year terms, (ii) to ratify Deloitte & Touche LLP
as the Companys independent registered public accounting firm for the year 2011, (iii) to
reapprove the performance criteria for awards under the Companys Annual Incentive Compensation
Plan, (iv) to vote on an advisory vote to approve the Companys executive compensation program, (v)
to vote on the frequency of holding an advisory vote on the executive compensation program, and
(vi) to vote on Stockholder Proposal No. 1 regarding a change in the manner in which the members
of the Board of Directors are elected to require director nominees to be elected by the affirmative
vote of the majority of votes cast at an annual meeting rather than the current plurality voting
standard. Following are the final results of the Annual Meeting.
Page 3
The directors who were elected are Larry D. Brady, Clarence P. Cazalot, Jr., Chad C. Deaton,
Anthony G. Fernandes, Claire W. Gargalli, Pierre H. Jungels, James A. Lash, J. Larry Nichols, H.
John Riley, Jr., James W. Stewart and Charles L. Watson.
Number of | Number of Votes | |||||||||||
Names | Affirmative Votes | Withheld | Broker Non-Votes | |||||||||
Larry D. Brady |
331,373,848 | 4,130,397 | 27,810,934 | |||||||||
Clarence P. Cazalot, Jr. |
327,046,557 | 8,457,688 | 27,810,934 | |||||||||
Chad C. Deaton |
325,867,221 | 9,637,024 | 27,810,934 | |||||||||
Anthony G. Fernandes |
331,295,573 | 4,208,672 | 27,810,934 | |||||||||
Claire W. Gargalli |
324,837,674 | 10,666,571 | 27,810,934 | |||||||||
Pierre H. Jungels |
304,221,116 | 31,283,129 | 27,810,934 | |||||||||
James A. Lash |
331,296,989 | 4,207,256 | 27,810,934 | |||||||||
J. Larry Nichols |
302,293,020 | 33,211,225 | 27,810,934 | |||||||||
H. John Riley, Jr. |
329,660,432 | 5,843,813 | 27,810,934 | |||||||||
James W. Stewart |
329,551,293 | 5,952,952 | 27,810,934 | |||||||||
Charles L. Watson |
329,462,882 | 6,041,363 | 27,810,934 |
The number of affirmative votes, the number of negative votes and the number of abstentions
with respect to the ratification of Deloitte & Touche LLP as Independent Registered Public
Accounting Firm for 2011 was as follows:
Number of Affirmative Votes | Number of Negative Votes | Abstentions | ||
358,993,376 | 2,256,166 | 2,065,636 |
Page 4
The number of affirmative votes, the number of negative votes, the number of abstentions and
the number of broker non-votes with respect to the reapproval of the performance criteria for
awards under the Companys Annual Incentive Compensation Plan was as follows:
Number of | Number of Negative | |||||
Affirmative Votes | Votes | Abstentions | Broker Non-Votes | |||
327,929,048 | 5,157,043 | 2,418,154 | 27,810,934 |
The number of affirmative votes, the number of negative votes, the number of abstentions and
the number of broker non-votes with respect to the advisory vote to approve the Companys executive
compensation program was as follows:
Number of | Number of Negative | |||||
Affirmative Votes | Votes | Abstentions | Broker Non-Votes | |||
271,629,780 | 60,140,096 | 3,734,368 | 27,810,934 |
The vote of one, two or three years the number of abstentions and the number of broker
non-votes with respect to the frequency of holding an advisory vote on the executive compensation
program was as follows:
Broker Non- | ||||||||
One Year | Two Years | Three Years | Abstentions | Votes | ||||
218,886,416 | 5,412,496 | 89,684,909 | 21,520,423 | 27,810,934 |
The number of affirmative votes, the number of negative votes, the number of abstentions and
the number of broker non-votes with respect to Stockholder Proposal No. 1 regarding the majority
vote standard for director elections was as follows:
Number of | Number of Negative | |||||
Affirmative Votes | Votes | Abstentions | Broker Non-Votes | |||
152,344,702 | 178,007,199 | 5,152,343 | 27,810,934 |
As of March 1, 2011, the record date, there were 434,318,886 shares issued and outstanding and
entitled to vote at the Companys Annual Meeting of Stockholders. At the Companys Annual Meeting
of Stockholders held on April 28, 2011, 363,315,180 shares of common stock were represented in
person or by proxy, constituting a quorum. The information above reflects the number of votes cast
by the holders of such common stock.
Page 5
Item 7.01 Regulation FD Disclosure.
On April 28, 2011, the Company issued a news release, a copy of which is furnished with this
Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Except for the historical information set forth in this document, the matters discussed in this
document are forward-looking statements that involve certain assumptions and known and unknown
risks, uncertainties and other factors that could cause our actual results to differ materially.
The words will, and similar expressions are intended to identify forward-looking statements. Our
expectations with regard to succession matters are subject to various factors and conditions. These
forward-looking statements are also affected by the risk factors described in the companys Annual
Report on Form 10-K for the year ended December 31, 2010 and those set forth from time to time in
other filings with the Securities and Exchange Commission (SEC). The documents are available
through the companys website at http://www.bakerhughes.com/investor or through the SECs
Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. We
undertake no obligation to publicly update or revise any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. (Information furnished in this Item 9.01 is furnished pursuant to Item 9.01.)
10.1 Restated and Superseding Employment Agreement between Chad C. Deaton and Baker Hughes
Incorporated dated April 28, 2011.
99.1 News Release of Baker Hughes Incorporated dated April 28, 2010.
Page 6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BAKER HUGHES INCORPORATED |
||||
Dated: May 3, 2011 | By: | /s/ Sandra E. Alford | ||
Sandra E. Alford | ||||
Corporate Secretary | ||||
Page 7
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 10.1
|
Restated and Superseding Employment Agreement between Chad C. Deaton and Baker Hughes Incorporated dated April 28, 2011. | |
Exhibit 99.1
|
News Release of Baker Hughes Incorporated dated April 28, 2011. |
Page 8