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 26, 2012
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
| | | | |
| Delaware | | 1-9397 | | 76-0207995 |
(State of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| | | | |
| 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:
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on April 26, 2012 (i) to elect twelve members to the Board of Directors to serve for a one-year term, (ii) to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year 2012, (iii) to vote on an advisory vote to approve the Company’s executive compensation program, and (iv) to vote on a stockholder proposal to require director nominees to be elected by the affirmative vote of the majority of votes cast at an annual meeting rather than the current plurality voting standard.
As of March 1, 2012, the record date, there were 437,579,346 shares of common stock issued and outstanding and entitled to vote at the Company’s Annual Meeting of Stockholders and 354, 941,372 shares of common stock were represented in person or by proxy at the 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, votes withheld and broker non-votes for the election of each director was as follows:
| | | | | | | | | | | | |
Names | | Number of Votes For | | | Number of
Votes Withheld | | | Broker Non-Votes | |
Larry D. Brady | | | 316,219,487 | | | | 5,771,529 | | | | 32,950,356 | |
Clarence P. Cazalot, Jr. | | | 308,890,373 | | | | 13,100,643 | | | | 32,950,356 | |
Martin S. Craighead | | | 316,326,813 | | | | 5,664,203 | | | | 32,950,356 | |
Chad C. Deaton | | | 315,103,422 | | | | 6,887,594 | | | | 32,950,356 | |
Anthony G. Fernandes | | | 313,873,921 | | | | 8,117,095 | | | | 32,950,356 | |
Claire W. Gargalli | | | 307,201,563 | | | | 14,789,453 | | | | 32,950,356 | |
Pierre H. Jungels | | | 308,470,494 | | | | 13,520,522 | | | | 32,950,356 | |
James A. Lash | | | 315,406,406 | | | | 6,584,610 | | | | 32,950,356 | |
J. Larry Nichols | | | 283,019,553 | | | | 38,971,463 | | | | 32,950,356 | |
H. John Riley, Jr. | | | 313,368,980 | | | | 8,622,036 | | | | 32,950,356 | |
James W. Stewart | | | 313,435,637 | | | | 8,555,379 | | | | 32,950,356 | |
Charles L. Watson | | | 306,612,185 | | | | 15,378,831 | | | | 32,950,356 | |
The number of votes for, the number of votes against and the number of abstentions with respect to the ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2012 was as follows:
| | | | | | | | |
| Number of Votes For | | Number of Votes Against | | | Abstentions | |
348,556,149 | | | 3,711,931 | | | | 2,673,292 | |
The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the advisory vote to approve the Company’s executive compensation program was as follows:
| | | | | | | | | | | | |
| Number of Votes For | | Number of Votes Against | | | Abstentions | | | Broker Non-Votes | |
285,392,747 | | | 30,906,785 | | | | 5,696,083 | | | | 32,945,757 | |
The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the stockholder proposal regarding the majority vote standard for director elections was as follows:
| | | | | | | | | | | | |
| Number of Votes For | | Number of Votes Against | | | Abstentions | | | Broker Non-Votes | |
180,752,009 | | | 138,460,903 | | | | 2,780,978 | | | | 32,947,482 | |
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 |
| | | |
| Dated: April 27, 2012 | | | | By: | | /s/ Sandra E. Alford |
| | | | | | Sandra E. Alford Corporate Secretary |
