Baker Hughes Incorporated (NYSE:BHI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 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 eachdirector 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 |
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.
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 down -0.14 at 59.57 with 2,191,668 shares trading hands.
