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): April 9, 2014
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
| Curaçao | 1-4601 | 52-0684746 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
42, rue Saint-Dominique, Paris, France 75007
5599 San Felipe, 17th Floor, Houston, Texas 77056
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrant’s telephone number in the United States, including area code: (713) 375-3400
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 Annual General Meeting of Stockholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“Schlumberger”), was held on April 9, 2014. At the Annual Meeting, the stockholders of Schlumberger:
| • | Item 1—elected all 11 director nominees; |
| • | Item 2—approved, on an advisory basis, Schlumberger’s executive compensation; |
| • | Item 3—approved Schlumberger’s Consolidated Balance Sheet as at December 31, 2013, its Consolidated Statement of Income for the year ended December 31, 2013, and the declarations of dividends by the Board of Directors in 2013 as reflected in Schlumberger’s 2013 Annual Report to Stockholders; and |
| • | Item 4—approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of Schlumberger for 2014. |
The proposals are described in detail in Schlumberger’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on February 12, 2014 (the “Definitive Proxy Statement”).
The results are as follows:
Item 1—Election of Directors
All director nominees were elected at the Annual Meeting.
| For | Against | Abstain | Broker Non-votes | |||||||||||||
| Peter L.S. Currie |
957,172,566 | 1,087,442 | 2,533,485 | 94,994,193 | ||||||||||||
| Tony Isaac |
950,910,874 | 7,359,589 | 2,523,030 | 94,994,193 | ||||||||||||
| K. Vaman Kamath |
955,378,172 | 2,868,154 | 2,547,167 | 94,994,193 | ||||||||||||
| Maureen Kempston Darkes |
928,669,139 | 29,567,314 | 2,557,040 | 94,994,193 | ||||||||||||
| Paal Kibsgaard |
957,093,196 | 1,206,437 | 2,493,860 | 94,994,193 | ||||||||||||
| Nikolay Kudryavtsev |
955,711,847 | 2,487,466 | 2,594,180 | 94,994,193 | ||||||||||||
| Michael E. Marks |
953,297,476 | 4,969,247 | 2,526,770 | 94,994,193 | ||||||||||||
| Lubna S. Olayan |
952,955,792 | 4,393,098 | 3,444,603 | 94,994,193 | ||||||||||||
| Leo Rafael Reif |
955,910,731 | 2,342,425 | 2,540,337 | 94,994,193 | ||||||||||||
| Tore I. Sandvold |
947,855,975 | 9,870,186 | 3,067,332 | 94,994,193 | ||||||||||||
| Henri Seydoux |
952,789,144 | 1,510,984 | 6,493,365 | 94,994,193 | ||||||||||||
Item 2—Advisory Resolution to Approve Executive Compensation
The advisory resolution to approve Schlumberger’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 97.1% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 927,376,735 | 27,890,913 | 5,525,845 | 94,994,193 | |||||||||||
Item 3—Financial Statements and Dividends
The proposal to approve Schlumberger’s Consolidated Balance Sheet as at December 31, 2013, its Consolidated Statement of Income for the year ended December 31, 2013, and the declarations of dividends by the Board of Directors in 2013 as reflected in Schlumberger’s 2013 Annual Report to Stockholders, as described in the Definitive Proxy Statement, was approved with approximately 99.8% of the votes cast at the Annual Meeting voting for the proposal.
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 1,050,633,853 | 2,141,669 | 3,012,164 | 0 | |||||||||||
Item 4—Independent Registered Public Accounting Firm
The proposal to approve the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of Schlumberger for 2014, as described in the Definitive Proxy Statement, was approved with approximately 99.0% of the votes cast at the Annual Meeting voting for the proposal.
| For | Against | Abstain | Broker Non-votes | |||||||||||
| 1,041,708,288 | 10,341,724 | 3,737,674 | 0 | |||||||||||
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.
| SCHLUMBERGER N.V. | ||
| (SCHLUMBERGER LIMITED) | ||
| By: | /s/ Saul R. Laureles | |
| Saul R. Laureles | ||
| Assistant Secretary | ||
Date: April 9, 2014