Baker Hughes Co 8-K, filed May 15, 2020
Baker Hughes Co (BKR)
About this 8-K
Baker Hughes Co filed this 8-K on May 15, 2020, reporting on events of May 14, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
The 2020 Annual Meeting of Stockholders of Baker Hughes Company (the "Company") was held on May 14, 2020 (the "Annual Meeting") to (i) elect nine members to the Board of Directors (the "Board") to serve for a one-year term, (ii) vote on an advisory vote to approve the Company's executive compensation program, and (iii) ratify KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2020. Each director nominated was elected, the advisory vote to approve the Company's executive compensation program and the ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2020 were each approved.
As of March 23, 2020, the record date, there were 653,740,913 shares of Class A common stock ("Class A Common Stock") issued and outstanding and entitled to vote at the Annual Meeting and 377,427,884 shares of Class B common stock (“Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. There were 974,570,100 shares of Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum. The affirmative vote of the plurality of votes cast by the holders of shares of Common Stock present or represented at the Annual Meeting and entitled to vote is needed to elect each director. The affirmative vote of the holders of a majority of the shares of Common Stock present 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, withheld and broker non-votes for the election of each director was as follows:
| Name |
Number of Votes FOR |
Withheld Votes |
Broker Non-Votes | |||
| W. Geoffrey Beattie | 869,172,053 | 70,426,355 | 34,971,692 | |||
| Gregory D. Brenneman | 935,443,246 | 4,155,162 | 34,971,692 | |||
| Cynthia B. Carroll | 938,148,712 | 1,449,696 | 34,971,692 | |||
| Clarence P. Cazalot, Jr. | 938,079,675 | 1,518,733 | 34,971,692 | |||
| Nelda J. Connors | 845,327,472 | 94,270,936 | 34,971,692 | |||
| Gregory L. Ebel | 927,500,415 | 12,097,993 | 34,971,692 | |||
| Lynn L. Elsenhans | 938,156,123 | 1,442,286 | 34,971,692 | |||
| John G. Rice | 689,305,897 | 250,292,512 | 34,971,692 | |||
| Lorenzo Simonelli | 918,766,220 | 20,832,189 | 34,971,692 | |||
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 |
| 865,879,883 | 73,348,951 | 369,575 | 34,971,692 |
The number of votes for, against, abstentions and broker non-votes with respect to the ratification of KPMG LLP as the Company's Independent Registered Public Accounting Firm for fiscal year 2020 was as follows:
|
Number of Votes FOR |
Number of Votes AGAINST |
Abstentions | Broker Non-Votes |
| 973,501,864 | 651,182 | 417,055 | 0 |
Item 8.01. Other Events
On May 14, 2020, the Board of Directors elected Lorenzo Simonelli as Chairman of the Board and W. Geoffrey Beattie as Lead Director. The Board also made the following committee appointments:
| Audit Committee | Compensation Committee | Governance & Nominating Committee |
Conflicts Committee (subcommittee of Governance & Nominating Committee) |
| Gregory L. Ebel* | Gregory D. Brenneman* | Lynn L. Elsenhans* | Clarence P. Cazalot * |
| W. Geoffrey Beattie | John G. Rice | Gregory D. Brenneman | Gregory D. Brenneman |
| Lynn L. Elsenhans | Clarence P. Cazalot | Clarence P. Cazalot | Lynn L. Elsenhans |
| Cynthia B. Carroll | Nelda J. Connors | W. Geoffrey Beattie | |
| Gregory L. Ebel | |||
| * Chair |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 101.SCH* | Inline XBRL Schema Document |
| 101.CAL* | Inline XBRL Calculation Linkbase Document |
| 101.LAB* | Inline XBRL Label Linkbase Document |
| 101.PRE* | Inline XBRL Presentation Linkbase Document |
| 101.DEF* | Inline XBRL Definition Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Furnished herewith
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.
| Baker Hughes Company | ||||
| Dated: May 15, 2020 | By: | /s/ Lee Whitley | ||
|
Lee Whitley Corporate Secretary | ||||