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 27, 2017

 

 

Baker Hughes Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware   1-9397   76-0207995
(State of Incorporation)  

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

 

         

17021 Aldine Westfield Road

Houston, Texas 77073

(Address of Principal Executive Offices)

 

(713) 439-8600

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

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))  
   

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 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2017 Annual Meeting of Stockholders of the Company was held on April 27, 2017 (the "Annual Meeting") to (i) elect twelve members to the Board of Directors to serve for a one-year term, (ii) vote on an advisory vote to approve the Company's executive compensation program, (iii) vote on an advisory vote on the frequency of the holding of an advisory vote on executive compensation, (iv) ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2017; and (v) vote on a stockholder proposal regarding a majority vote standard for all non-binding stockholder proposals. Each of the directors nominated was elected, and the advisory vote to approve the Company's executive compensation program and the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2017 were approved. The frequency of one year for the holding of an advisory vote on executive compensation received the most votes. The vote on the stockholder proposal regarding a majority vote standard for all non-binding stockholder proposals failed. As of March 3, 2017, the record date, there were 425,349,196 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting and 389,318,077 shares of common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The affirmative vote of the majority of votes cast with respect to the election of each director is required for the approval of such director. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required for the approval of the other proposals.

 

The number of votes for, against, abstentions and broker non-votes for the election of each director was as follows:

 

Name

Number of Votes 

FOR

Number of Votes

AGAINST

Abstentions

Broker 

Non-Votes

Gregory D. Brenneman 360,955,648 2,768,211 275,902 25,318,316
Clarence P. Cazalot, Jr. 336,645,741 27,073,469 280,551 25,318,316
Martin S. Craighead 356,348,299 6,052,958 1,598,504 25,318,316
William H. Easter III 339,959,486 23,760,339 279,936 25,318,316
Lynn L. Elsenhans 361,981,124 1,750,867 267,770 25,318,316
Anthony G. Fernandes 331,142,953 32,582,185 274,623 25,318,316
Claire W. Gargalli 336,663,775 27,169,633 166,353 25,318,316
Pierre H. Jungels 338,029,753 25,698,052 271,956 25,318,316
James A. Lash 357,627,106 6,102,210 270,445 25,318,316
J. Larry Nichols 332,674,803 31,054,165 270,793 25,318,316
James W. Stewart 339,233,032 24,495,116 271,613 25,318,316
Charles L. Watson 359,627,440 4,204,850 167,471 25,318,316

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The number of votes for, against, abstentions and broker non-votes with respect to the advisory vote related to the Company's executive compensation program was as follows:

 

 Number of Votes

FOR

Number of Votes

AGAINST

Abstentions Broker Non-Votes
322,133,888 41,489,803 376,070 25,318,316

 

The number of votes for one year, two years or three years with respect to the advisory vote related to the frequency of the Company's advisory vote on executive compensation program was as follows:

 

One Year Two Years Three Years Abstentions
331,458,141 286,912 31,950,718 303,990

 

Based on these results, the Board of Directors approved the frequency of one year for the advisory vote on executive compensation.

 

The number of votes for, against, abstentions and broker non-votes with respect to the ratification of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for fiscal year 2017 was as follows:

 

Number of Votes

FOR

Number of Votes

AGAINST

Abstentions Broker Non-Votes
385,556,984 3,464,795 296,298 -

 

The number of votes for, against, abstentions and broker non-votes with respect to the stockholder proposal regarding a majority vote standard for all non-binding stockholder proposals was as follows:

 

Number of Votes 

FOR

Number of Votes

AGAINST

Abstentions Broker Non-Votes
53,006,928 310,641,539 351,294 25,318,316
       

Item 8.01 Other Events.

 

On April 27, 2017, the Board of Directors elected Martin S. Craighead as Chairman of the Board of Directors and J. Larry Nichols as Lead Director.

 

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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.

 

Dated: May 2, 2017

 

  BAKER HUGHES INCORPORATED
   
   
  By: /s/ Lee Whitley
    Name: Lee Whitley
    Title: Vice President and Corporate Secretary

 

 

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