Document


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): May 11, 2018
Baker Hughes, a GE company
 (Exact name of registrant as specified in charter)
 
 
 
 
 
 
Delaware
 
1-38143
 
81-4403168
(State of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
17021 Aldine Westfield Road, Houston, Texas
77073
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (713) 439-8600
(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 2018 Annual Meeting of Stockholders of Baker Hughes, a GE company (the "Company") was held on May 11, 2018 (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, (iii) approve the Company's Employee Stock Purchase Plan; and (iv) ratify KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2018. Each director nominated was elected, the advisory vote to approve the Company's executive compensation program, the Employee Stock Purchase Plan and the ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2018 were each approved.
As of March 19, 2018, the record date, there were 419,417,205 shares of Class A common stock ("Class A Common Stock") issued and outstanding and entitled to vote at the Annual Meeting and 706,984,255 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 1,091,052,598 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
1,043,642,479

21,742,210

25,667,909

Gregory D. Brenneman
1,061,113,586

4,271,103

25,667,909

Clarence P. Cazalot, Jr.
1,061,310,954

4,073,735

25,667,909

Martin S. Craighead
940,830,519

124,554,170

25,667,909

Lynn L. Elsenhans
1,061,639,305

3,745,384

25,667,909

Jamie Miller
940,708,660

124,676,029

25,667,909

James J. Mulva
1,061,979,258

3,405,431

25,667,909

John G. Rice
939,834,392

125,550,297

25,667,909

Lorenzo Simonelli
1,053,102,504

12,282,185

25,667,909


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
1,047,397,886
17,653,944
332,859
25,667,909

The number of votes for, against, abstentions and broker non-votes with respect to the approval of the Employee Stock Purchase Plan was as follows:
Number of Votes
FOR
Number of Votes
AGAINST
Abstentions
Broker Non-Votes
1,064,152,417
1,025,539
206,733
25,667,909










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 2018 was as follows:
Number of Votes
FOR
Number of Votes
AGAINST
Abstentions
Broker Non-Votes
1,084,672,513
5,884,006
496,079
-

Item 8.01 Other Events.
On May 11, 2018, the Board of Directors elected Lorenzo Simonelli as Chairman of the Board, Martin S. Craighead as Vice 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)
Lynn L. Elsenhans *
John G. Rice *
W. Geoffrey Beattie *
Clarence P. Cazalot *
W. Geoffrey Beattie
Gregory D. Brenneman
Gregory D. Brenneman
Gregory D. Brenneman
James J. Mulva
Martin S. Craighead
Clarence P. Cazalot
Lynn L. Elsenhans
 
James J. Mulva
Lynn L. Elsenhans
 
 
 
Jamie S. Miller
 
* Chair
 
 
 
    







 















 
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, A GE COMPANY
 
 
 
Dated: May 14, 2018
 
By:
 
/s/ Lee Whitley
 
 
 
 
Lee Whitley
Corporate Secretary