Baker Hughes Incorporated (NYSE:BHI) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

A special meeting of stockholders (the Special
Meeting) of Baker Hughes Incorporated (Baker
Hughes) was held on June 30, 2017 to vote on the
following matters: (i) a proposal to adopt the Transaction
Agreement and Plan of Merger, dated as of October 30, 2016, as
amended by the Amendment to Transaction Agreement and Plan of
Merger, dated as of March 27, 2017, among General Electric
Company (GE), Baker Hughes, Bear Newco, Inc.
(New Baker Hughes) and certain other
subsidiaries of Baker Hughes (the Transaction
Agreement) and thereby approve the transactions
contemplated therein, including the Mergers (as defined therein)
(the Transactions), (ii) a proposal to adjourn
the Special Meeting if Baker Hughes determines it is necessary or
advisable to permit further solicitation of proxies in the event
there are not sufficient votes at the time of the Special Meeting
to adopt the Transaction Agreement, (iii) a proposal to approve,
on a non-binding, advisory basis, the compensation that will or
may become payable to Baker Hughes named executive officers in
connection with the Transactions, (iv) a proposal to approve and
adopt the Bear Newco, Inc. 2017 Long-Term Incentive Plan and (v)
a proposal to approve the material terms of the executive officer
performance goals.

As of the close of business on May 25, 2017, the record date for
the Special Meeting, there were 425,483,244 shares of Baker
Hughes common stock issued and outstanding and entitled to vote
at the Special Meeting. 368,396,307 shares of Baker Hughes common
stock were represented in person or by proxy at the Special
Meeting, constituting a quorum. A summary of the voting results
for the proposals is set forth below:

Proposal 1: Adoption of the Transaction Agreement

Baker Hughes stockholders adopted the Transaction Agreement and
approved the transactions contemplated therein. The following are
the tabulated votes For and Against this proposal, as well as the
number of Abstentions and Broker Non-Votes:

Proposal 2: Adjournment of the Special Meeting

Because Baker Hughes stockholders adopted the Transaction
Agreement, the vote on the proposal to approve the adjournment of
the Special Meeting if necessary or advisable to permit further
solicitation of proxies in the event there are not sufficient
votes at the time of the Special Meeting to adopt the Transaction
Agreement was not called.

Proposal 3: Approval, on a Non-Binding, Advisory Basis, of the
Compensation Payable to Named Executive Officers in connection
with the Transactions

Baker Hughes stockholders did not approve the non-binding,
advisory proposal on the compensation that will or may become
payable to Baker Hughes named executive officers in connection
with the Transactions. The following are the tabulated votes For
and Against this proposal, as well as the number of Abstentions
and Broker Non-Votes:

Proposal 4: Approval of the Bear Newco, Inc. 2017 Long-Term
Incentive Plan

Baker Hughes stockholders approved the Bear Newco, Inc. 2017
Long-Term Incentive Plan. The following are the tabulated votes
For and Against this proposal, as well as the number of
Abstentions and Broker Non-Votes:

Proposal 5: Approval of the Material Terms of the Executive
Officer Performance Goals

Baker Hughes stockholders approved the material terms of the
executive officer performance goals. The following are the
tabulated votes For and Against this proposal, as well as the
number of Abstentions and Broker Non-Votes:

On June 30, 2017, Baker Hughes issued a news release announcing
the results of the Special Meeting. The news release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Additional Information and Where to Find It

In connection with the proposed transaction between GE and Baker
Hughes, New Baker Hughes has filed with the SEC a registration
statement on Form S-4, including Amendments No. 1 and 2 thereto.
The registration statement was declared effective by the SEC on
May 30, 2017. New Baker Hughes and Baker Hughes have also filed
with the SEC a definitive combined proxy statement/prospectus
(the Combined Proxy Statement/Prospectus) and
Baker Hughes has mailed the Combined Proxy Statement/Prospectus
to its stockholders and has filed other documents regarding the
proposed transaction with the SEC. This communication is not a
substitute for any proxy statement, registration statement, proxy
statement/prospectus or other documents Baker Hughes and/or New
Baker Hughes may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE COMBINED PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THE
COMBINED PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY
BAKER HUGHES OR NEW BAKER HUGHES WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders are able to
obtain free copies of the Combined Proxy Statement/Prospectus and
other

documents filed with the SEC by Baker Hughes and/or New Baker
Hughes through the website maintained by the SEC at
www.sec.gov. Investors and security holders will also be
able to obtain free copies of the documents filed by New Baker
Hughes and/or Baker Hughes with the SEC on Baker Hughes website
at http://www.bakerhughes.com or by contacting Baker
Hughes Investor Relations at [email protected] or by
calling 1-713-439-8822.

No Offer or Solicitation

This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for,
buy or sell, the solicitation of an offer to subscribe for, buy
or sell or an invitation to subscribe for, buy or sell any
securities or the solicitation of any vote or approval in any
jurisdiction to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.

Participants in the Solicitation

GE, Baker Hughes, New Baker Hughes, their respective directors,
executive officers and other members of its management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of proxies in connection
with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise,
is set forth in the Combined Proxy Statement/Prospectus and other
relevant materials filed with the SEC. Information regarding the
directors and executive officers of GE is contained in GEs proxy
statement for its 2017 annual meeting of stockholders, filed with
the SEC on March 8, 2017, its Annual Report on Form 10-K for the
year ended December 31, 2016, which was filed with the SEC on
February 24, 2017, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017, which was filed with the SEC on May
5, 2017 and certain of its Current Reports filed on Form 8-K.
Information regarding the directors and executive officers of
Baker Hughes is contained in Baker Hughes proxy statement for its
2017 annual meeting of stockholders, filed with the SEC on March
9, 2017, its Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February 8,
2017, its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017, which was filed with the SEC on April 28, 2017
and certain of its Current Reports filed on Form 8-K. These
documents can be obtained free of charge from the sources
indicated above.

Caution Concerning Forward-Looking Statements

This communication contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended by the Private Securities Litigation Reform Act of
1995, including statements regarding the proposed transaction
between GE and Baker Hughes. All statements, other than
historical facts, including statements regarding the expected
timing and structure of the proposed transaction; the ability of
the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and
cash flow, synergies, growth potential, market profile, customers
business plans and financial strength; the competitive ability
and position of the combined company following completion of the
proposed transaction, including the projected impact on GEs
earnings per share; oil and natural gas market conditions; costs
and availability of resources; legal, economic and regulatory
conditions; and any assumptions underlying any of the foregoing,
are forward-looking statements. Forward-looking statements
concern future circumstances and results and

other statements that are not historical facts and are sometimes
identified by the words may, will, should, potential, intend,
expect, endeavor, seek, anticipate, estimate, overestimate,
underestimate, believe, could, project, predict, continue, target
or other similar words or expressions. Forward-looking statements
are based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements
should not be regarded as a representation that such plans,
estimates or expectations will be achieved. Important factors
that could cause actual results to differ materially from such
plans, estimates or expectations include, among others, (1)that
one or more closing conditions to the transaction, including
certain regulatory approvals, may not be satisfied or waived, on
a timely basis or otherwise, including that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the proposed transaction or may require
conditions, limitations or restrictions in connection with such
approvals; (2)the risk that the proposed transaction may not be
completed in the time frame expected by GE or Baker Hughes, or at
all; (3)unexpected costs, charges or expenses resulting from the
proposed transaction; (4)uncertainty of the expected financial
performance of the combined company following completion of the
proposed transaction; (5)failure to realize the anticipated
benefits of the proposed transaction, including as a result of
delay in completing the proposed transaction or integrating the
businesses of GE, Baker Hughes and New Baker Hughes; (6)the
ability of the combined company to implement its business
strategy; (7)difficulties and delays in achieving revenue and
cost synergies of the combined company; (8)inability to retain
and hire key personnel; (9)the occurrence of any event that could
give rise to termination of the proposed transaction; (10)the
risk that stockholder litigation in connection with the proposed
transaction or other settlements or investigations may affect the
timing or occurrence of the contemplated merger or result in
significant costs of defense, indemnification and liability;
(11)evolving legal, regulatory and tax regimes; (12)changes in
general economic and/or industry specific conditions, including
oil price changes; (13)actions by third parties, including
government agencies; and (14) other risk factors as detailed from
time to time in GEs and Baker Hughes reports filed with the SEC,
including GEs and Baker Hughes annual report on Form 10-K,
periodic quarterly reports on Form 10-Q, periodic current reports
on Form 8-K and other documents filed with the SEC. The foregoing
list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this
communication. Neither GE nor Baker Hughes undertakes any
obligation to update any forward-looking statements, whether as a
result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not
to place undue reliance on any of these forward-looking
statements.

BAKER HUGHES INC Exhibit
EX-99.1 2 dp77949_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1   FOR IMMEDIATE RELEASE   Baker Hughes Stockholders Approve Combination with GE Oil & Gas   Transaction Expected to Close on July 3,…
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About Baker Hughes Incorporated (NYSE:BHI)

Baker Hughes Incorporated is engaged in the oilfield services industry. The Company is a supplier of oilfield services, products, technology and systems used in the oil and natural gas industry around the world. The Company also provides industrial products and services for other businesses, including downstream chemicals, and process and pipeline services. It conducts its operations through its subsidiaries, affiliates, ventures and alliances. The Company has four geographical operating segments: North America, Latin America, Europe/Africa/Russia Caspian and Middle East/Asia Pacific. The Company also has an Industrial Services segment, which includes the downstream chemicals business and the process and pipeline services business. The Company’s oilfield products and services are of approximately two categories, Drilling and Evaluation or Completion and Production. The Company’s Industrial Services consists of its downstream chemicals and process, and pipeline services businesses.