Current Report Filing (8-k)
13 Januar 2022 - 11:20PM
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2022-01-10
2022-01-10
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2022-01-10
2022-01-10
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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):
January 10, 2022
BAKER HUGHES COMPANY
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BAKER HUGHES HOLDINGS LLC
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(Exact name of registrant as specified in its charter)
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Delaware
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1-38143
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81-4403168
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Delaware
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1-09397
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76-0207995
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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17021 Aldine Westfield Road
Houston, Texas 77073
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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act: Title of each class Trading Name of each exchange on which registered
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share
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BKR
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The Nasdaq Stock Market LLC
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5.125% Senior Notes due 2040
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-
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The Nasdaq Stock Market LLC
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Uwem Ukpong, Executive Vice President, Regions, Alliances and Enterprise
Sales of Baker Hughes Company (the “Company”), will depart from the Company effective January 31, 2022 (“Separation
Date”).
The Company has entered into a letter agreement with Mr. Ukpong, dated
January 12, 2022, pursuant to which Mr. Ukpong and the Company mutually agreed as to the terms of his departure. Pursuant to this letter
agreement, provided Mr. Ukpong (i) executes a release of claims against the Company and (ii) provides transition and consulting services
for 90 days following the Separation Date as required by the Company in order to smoothly transition his duties to his successor and other
employees of the Company, the Company will pay Mr. Ukpong $780,000. In addition, Mr. Ukpong acknowledged and affirmed (A) he will not
be entitled to severance benefits under the Company’s Executive Severance Program or any other program or agreement, (B) his outstanding
long-term incentive awards will be governed by the terms of the applicable award agreements and long-term incentive programs and (C) certain
contractual obligations he has to the Company, including confidentiality, non-competition and non-solicitation, will remain in effect
for specified periods following his employment.
The foregoing description of the letter agreement does not purport
to be complete and is qualified in its entirety by reference to the text of the letter agreement, which is furnished with this Form 8-K
as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
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.
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BAKER HUGHES COMPANY
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Date:
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January 13, 2022
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By:
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/s/ Lee
Whitley
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Name:
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Lee Whitley
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Title:
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Vice President and Corporate Secretary
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BAKER HUGHES HOLDINGS LLC
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Date:
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January 13, 2022
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By:
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/s/ Lee
Whitley
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Name:
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Lee Whitley
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Title:
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Vice President and Corporate Secretary
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