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): April 24, 2014
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
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| Delaware | | 1-9397 | | 76-0207995 |
| (State of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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| 2929 Allen Parkway, Houston, Texas | | 77019 |
| (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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the Company’s Annual Meeting of Stockholders on April 24, 2014 (the “2014 Annual Meeting”), the Company’s stockholders approved (i) the Amended and Restated Baker Hughes Incorporated 2002 Director and Officer Long-Term Incentive Plan (the “2002 D&O Plan"), which amends and restates the Baker Hughes Incorporated 2002 Director and Officer Long-Term Incentive Plan, in order to, among other items, increase the number of shares of common stock available for issuance under new grants under the 2002 D&O Plan to a total of 10,000,000 shares, and (ii) the Amended and Restated Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan (“2002 Employee Plan”), which amends and restates the Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan, in order to, among other items, increase the number of shares of common stock available for issuance under new grants under the 2002 Employee Plan to a total of 20,000,000 shares. The Company’s Board of Directors previously approved the 2002 D&O Plan and the 2002 Employee Plan, subject to such stockholder approval.
Information regarding the terms of the 2002 D&O Plan and 2002 Employee Plan can be found in the Company’s definitive proxy statement (the “Proxy Statement”) for the 2014 Annual Meeting filed with the Securities and Exchange Commission on March 5, 2014 under the caption “Proposal No. 4 Approval of the Amended and Restated 2002 Director & Officer Long-Term Incentive Plan” and “Proposal No. 5 Approval of the Amended and Restated 2002 Employee Long-Term Incentive Plan.” The information in the Proxy Statement and the above descriptions of the 2002 D&O Plan and 2002 Employee Plan do not purport to be complete and are qualified in their entirety by reference to the 2002 D&O Plan and 2002 Employee Plan, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 Annual Meeting was held on April 24, 2014 to (i) elect eleven members to the Board of Directors to serve for a one-year term, (ii) vote on an advisory vote to approve the Company's executive compensation program, (iii) ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year 2014, (iii) approve the 2002 D&O Plan and (iv) approve the 2002 Employee Plan. Each of the directors nominated were elected and each of the proposals voted upon were approved.
As of February 26, 2014, the record date, there were 436,179,754 shares of common stock issued and outstanding and entitled to vote at the 2014 Annual Meeting and 366,647,226 shares of common stock were represented in person or by proxy at the 2014 Annual Meeting, constituting a quorum. The information below reflects the number of votes cast by the holders of such common stock.
The number of votes for, against, abstentions and broker non-votes for the election of each director was as follows:
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| Name | Number of Votes FOR | Number of Votes AGAINST | Abstentions | Broker Non-Votes |
| Larry D. Brady | 332,880,966 |
| 625,318 |
| 3,463,803 |
| 29,677,139 |
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| Clarence P. Cazalot, Jr. | 321,355,616 |
| 9,691,706 |
| 5,922,765 |
| 29,677,139 |
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| Martin S. Craighead | 326,393,603 |
| 1,466,224 |
| 9,110,260 |
| 29,677,139 |
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| Lynn L. Elsenhans | 333,661,746 |
| 291,684 |
| 3,016,657 |
| 29,677,139 |
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| Anthony G. Fernandes | 319,980,845 |
| 9,769,122 |
| 7,220,120 |
| 29,677,139 |
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| Claire W. Gargalli | 320,194,374 |
| 9,399,981 |
| 7,375,732 |
| 29,677,139 |
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| Pierre H. Jungels | 322,887,393 |
| 9,077,601 |
| 5,005,093 |
| 29,677,139 |
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| James A. Lash | 332,366,604 |
| 674,675 |
| 3,928,808 |
| 29,677,139 |
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| J. Larry Nichols | 317,528,598 |
| 13,316,800 |
| 6,124,689 |
| 29,677,139 |
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| James W. Stewart | 253,320,374 |
| 27,262,242 |
| 56,387,471 |
| 29,677,139 |
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| Charles L. Watson | 319,171,309 |
| 10,581,109 |
| 7,217,669 |
| 29,677,139 |
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The number of votes for, against, abstentions and broker non-votes with respect to the advisory vote to approve the Company's executive compensation program was as follows:
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Number of Votes FOR | Number of Votes AGAINST | Abstentions | Broker Non-Votes |
| 319,284,949 | 15,226,682 | 2,458,456 | 29,677,139 |
The number of votes for, against, abstentions and broker non-votes with respect to the ratification of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for fiscal year 2014 was as follows:
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Number of Votes FOR | Number of Votes AGAINST | Abstentions | Broker Non-Votes |
| 360,866,346 | 3,738,665 | 2,042,215 | - |
The number of votes for, against, abstentions and broker non-votes with respect to the approval of the 2002 D&O Plan was as follows:
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Number of Votes FOR | Number of Votes AGAINST | Abstentions | Broker Non-Votes |
| 318,258,817 | 16,563,634 | 2,147,636 | 29,677,139 |
The number of votes for, against, abstentions and broker non-votes with respect to the approval of the 2002 Employee Plan was as follows:
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Number of Votes FOR | Number of Votes AGAINST | Abstentions | Broker Non-Votes |
| 322,111,339 | 12,750,510 | 2,108,238 | 29,677,139 |
Item 7.01 Regulation FD Disclosure.
On April 22, 2014, the Company issued a news release, a copy of which is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference. In accordance with General Instructions B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
The news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “project,” “foresee,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, Form 10-Q for the quarter ended March 31, 2014 and those set forth from time-to-time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.bakerhughes.com/investor or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (“EDGAR”) at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement.
Item 8.01 Other Events.
On April 24, 2014, the Board of Directors elected Martin S.Craighead as Chairman of the Board of Directors and J. Larry Nichols as Lead Director. The Board of Directors, based upon the recommendation of the Governance and Health, Safety & Environmental Committee, also approved the following committee assignments.
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| Audit/Ethics Committee | Compensation Committee | Executive Committee | Finance Committee | Governance and HS&E Committee |
| James A. Lash, Chair | Claire W. Gargalli, Chair | Martin S. Craighead, Chair | Lynn L. Elsenhans, Chair | J. Larry Nichols, Chair |
| Larry D. Brady | Clarence P. Cazalot, Jr. | Clarence P. Cazalot, Jr. | Claire W. Gargalli | Larry D. Brady |
| Clarence P. Cazalot, Jr. | Anthony G. Fernandes | J. Larry Nichols | Pierre H. Jungels | Anthony G. Fernandes |
| Lynn L. Elsenhans | Pierre H. Jungels | James W. Stewart | James A. Lash | Charles L. Watson |
| J. Larry Nichols | Charles L. Watson | Charles L. Watson | James W. Stewart | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| 10.1*+ | Amended and Restated Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan |
| 10.2*+ | Amended and Restated Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan |
| 99.1* | News Release of Baker Hughes Incorporated dated April 22, 2014 |
* Filed herewith.
+ Management compensatory plan or arrangement.
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 INCORPORATED |
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| Dated: April 29, 2014 | | By: | | /s/ Lee Whitley |
| | | | | Lee Whitley Corporate Secretary and Senior Corporate Counsel |
EXHIBIT INDEX
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| Exhibit No. | Description |
| 10.1*+ | Amended and Restated Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan |
| 10.2*+ | Amended and Restated Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan |
| 99.1* | News Release of Baker Hughes Incorporated dated April 22, 2014 |
* Filed herewith.
+ Management compensatory plan or arrangement.
