Baker Hughes Incorporated (NYSE:BHI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On January 26, 2017, the Board of Directors (the
Board) of Baker Hughes Incorporated
(Baker Hughes) approved an amendment to the
Restated Bylaws of Baker Hughes, effective as of January 26, 2017
(as so amended, the Bylaws), which revised
Article III, Section 1 of the Bylaws to provide that the Board
shall consist of 12 directors instead of 13 directors as had
previously been provided in the Bylaws.
The foregoing description of the Bylaws does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Bylaws, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 8.01 Other Events.
On January 25, 2017, the Compensation Committee of the Board
approved forms of award agreement and written performance goals
relating to grants of service-based and performance-based
restricted stock unit awards to certain officers to the Baker
Hughes Incorporated 2002 Director Officer Long-Term Incentive
Plan.
If the transactions contemplated by the Transaction Agreement and
Plan of Merger, dated as of October 30, 2016, by and among Baker
Hughes, General Electric Company and certain subsidiaries of
Baker Hughes are completed, the performance goals for the
performance-based awards will be deemed attained at target
levels, and the vesting of the service-based and
performance-based awards will remain subject to continued
employment through the scheduled vesting dates. The vesting of
the awards will accelerate upon an involuntary termination of
employment (as defined in the award agreements) within one year
after the closing of the transactions.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the complete text of
the aforementioned documents, copies of which are filed as
Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and
are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 3.1 |
Bylaws dated as of January 26, 2017. |
| 10.1 |
Restricted Stock Unit Award Agreement (Service-Based Cliff |
| 10.2 |
Restricted Stock Unit Award Agreement (Service-Based Graded |
| 10.3 |
Restricted Stock Unit Award Agreement (Performance-Based). |
| 10.4 |
Performance Goals for Performance-Based Restricted Stock |
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. Baker Hughes Incorporated (NYSE:BHI) Recent Trading Information
Baker Hughes Incorporated (NYSE:BHI) closed its last trading session up +1.26 at 63.08 with 2,790,796 shares trading hands.