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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 14, 2021
Baker Hughes 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
Houston, Texas 77073-5101
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share BKR New York Stock Exchange
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 2021 Annual Meeting of Shareholders of Baker Hughes Company (the "Company") was held on May 14, 2021 (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) ratify KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021; (iv) approve the Amendment and Restatement of the Baker Hughes Company Employee Stock Purchase Plan (the "ESPP"); and (v) approve the Baker Hughes Company 2021 Long-Term Incentive Plan (the "2021 LTIP"). Each director nominated was elected, and the advisory vote to approve the Company's executive compensation program, the ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021, the ESPP, and the 2021 LTIP were each approved.

As of March 18, 2021, the record date, there were 766,338,436 shares of Class A common stock ("Class A Common Stock") issued and outstanding and entitled to vote at the Annual Meeting and 274,603,799 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 962,003,237 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 848,431,875 79,998,784 33,572,577
Gregory D. Brenneman 914,843,220 13,587,439 33,572,577
Cynthia B. Carroll 923,231,439 5,199,220 33,572,577
Clarence P. Cazalot, Jr. 920,526,401 7,904,258 33,572,577
Nelda J. Connors 922,970,650 5,460,009 33,572,577
Gregory L. Ebel 891,243,089 37,187,570 33,572,577
Lynn L. Elsenhans 916,247,204 12,183,455 33,572,577
John G. Rice 927,237,617 1,193,042 33,572,577
Lorenzo Simonelli 891,568,441 36,862,218 33,572,577

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
821,002,853 107,090,513 337,293 33,572,577

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 2021 was as follows:

Number of Votes
FOR 		Number of Votes
AGAINST 		Abstentions Broker Non-Votes
960,946,145 627,870 429,220 —




The number of votes for, against, abstentions and broker non-votes with respect to the approval of the ESPP was as follows:

Number of Votes
FOR 		Number of Votes
AGAINST 		Abstentions Broker Non-Votes
927,496,475 733,293 200,890 33,572,577

The number of votes for, against, abstentions and broker non-votes with respect to the approval of the 2021 LTIP was as follows:

Number of Votes
FOR 		Number of Votes
AGAINST 		Abstentions Broker Non-Votes
910,427,558 17,767,516 235,585 33,572,577
Item 8.01. Other Events

On May 14, 2021, the Board of Directors elected Lorenzo Simonelli as Chairman of the Board and W. Geoffrey Beattie as Lead Director.

The Board of Directors approved the 2021 LTIP on March 25, 2021, subject to shareholder approval on May 14, 2021. On May 13, 2021, the Compensation Committee of the Board of Directors approved the forms of agreements for awards with respect to shares of the Company's Class A common stock to directors, officers and employees of the Company pursuant to the 2021 LTIP (collectively, the "Award Agreements"), substantially in the forms filed as Exhibits to this report.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.    
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 19, 2021   By: /s/ Lee Whitley
    Lee Whitley
Vice President and Corporate Secretary
 









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