Current Report Filing (8-k)
30 Januar 2023 - 3:16PM
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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 25, 2023
Baker Hughes Company |
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Baker Hughes Holdings LLC |
(Exact name of registrant as specified in charter)
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 |
(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.) |
17021 Aldine Westfield |
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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 |
The Nasdaq Stock Market LLC |
5.125% Senior Notes due 2040 |
- |
The Nasdaq Stock Market LLC |
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 Arrangement of Certain Officers.
On January 25, 2023, the Board of Directors (the "Board")
of Baker Hughes Company (the "Company") elected Dr. Mohsen M. Sohi to serve as a director of the Company, effective January
25, 2023, following the resignation of Gregory L. Ebel as previously disclosed in our Current Report on Form 8-K, filed with the Securities
and Exchange Commission on October 7, 2022.
Dr. Sohi is the Chief Executive Officer (“CEO”) of Freudenberg
SE (“Freudenberg”), a general multi-industry company serving industries that include automotive, medical, aerospace, oil and
gas, and power generation and transmission, since July 2012. Dr. Sohi also serves as a director and the chairman of the board of directors
of STERIS plc, a provider of infection prevention, decontamination, and health science technologies, products, and services, since July
2005 and July 2018, respectively.
The Board has determined that Dr. Sohi is independent under the corporate
governance requirements of Nasdaq and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Dr. Sohi will serve on the Human Capital and Compensation Committee of the Board.
Dr. Sohi’s compensation will be consistent with that of other
non-employee directors.
There are no arrangements or understandings between Dr. Sohi and any
other person pursuant to which Dr. Sohi was selected as a director and there are no related party transactions between the Company and
Dr. Sohi that would require disclosure under Item 404(a) of Regulation S-K. From time to time, the Company has entered into, and expects
to enter into, ordinary course and arms-length purchase and sale contracts with Freudenberg. Any such future transactions are subject
to the procedures of the Company’s related party transactions policy. In connection with his appointment, Dr. Sohi will enter into
a standard indemnification agreement with the Company in the form previously approved by the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On January 25, 2023, the Board adopted the fifth amended and restated
bylaws of the Company (the “Fifth Amended and Restated Bylaws”), effective January 25, 2023, to update for changes in the
Delaware General Corporate Law (the “DGCL”) and implement edits related to the new Rule 14a-19 under the Securities Act of
1934, as amended (“Rule 14a-19”).
Section 1.5 of the Fifth Amended and Restated Bylaws has been revised
to reflect the updated Section 219(a) of the DGCL, which no longer requires the Company to make the stockholder list available for inspection
during the stockholders’ meeting.
Sections 1.10 and 1.12 of the Fifth Amended and Restated Bylaws have
been amended to address matters relating to Rule 14a-19 including (i) a requirement that detailed information be provided for parties
from whom the proponent is receiving funding related to the proposal, (ii) a requirement if a proponent fails to comply with requirements
of Rule 14a-19 or, if requested by the Company, fails to deliver reasonable evidence of the satisfaction of requirements of Rule 14a-19
at least five business days before the applicable meeting, then the nomination of any proposed nominee by such proponent shall be disregarded,
and (iii) agree in writing as part of the Nomination Notice (as defined therein) to comply with requirements of Rule 14a-19, among other
minor edits by the Company.
The Fifth Amended and Restated Bylaws also include conforming changes.
The foregoing description of the amendments made in the Fifth Amended
and Restated Bylaws does not purport to be complete and is qualified by reference to the Fifth Amended and Restated Bylaws, a copy of
which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (Information furnished
in this Item 9.01 is furnished pursuant to Item 9.01.)
(d) Exhibits.
* 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.
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BAKER HUGHES COMPANY |
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Dated: January 30, 2023 |
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By: |
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/s/ Fernando Contreras |
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Fernando Contreras
Vice President and Corporate Secretary |
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BAKER HUGHES HOLDINGS LLC |
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Dated: January 30, 2023 |
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By: |
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/s/ Fernando Contreras |
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Fernando Contreras
Vice President and Corporate Secretary |
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