Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Section 1.12 has been added to the Fourth Amended and Restated Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years 3% or more of the shares of capital stock of the Company, to nominate and include in the Company's proxy materials for an annual meeting directors constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Fourth Amended and Restated Bylaws.
Section 2.2 of the Fourth Amended and Restated Bylaws has been amended to provide that an uncontested election of directors will be decided by a majority of votes cast with respect to a nominee's election. In the event of a contested election of directors, directors shall continue to be elected by the highest number of votes, or a plurality of votes, cast.
The Fourth Amended and Restated Bylaws also include conforming changes.
The foregoing description of the amendments made in the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified by reference to the Fourth 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 5.07. Submission of Matters to a Vote of Security Holders
The 2022 Annual Meeting of Stockholders of the Company was held on
As of
The number of votes for, withheld and broker non-votes for the election of each director was as follows:
Name Number of Votes Withheld Votes Broker FOR Non-Votes
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 Number of Votes Abstentions Broker Non-Votes
FOR AGAINST 817,669,088 51,323,899 547,915 86,936,530
The number of votes for, against, abstentions and broker non-votes with respect
to the ratification of
Number of Votes Number of Votes Abstentions Broker Non-Votes
FOR AGAINST 954,709,105 789,728 978,599 - Item 8.01. Other Events
On
Governance & Conflicts Committee Human Capital and Corporate (subcommittee of Audit Committee Compensation Responsibility Governance & Corporate Committee Committee Responsibility Committee) Gregory L. Ebel* Gregory D. Lynn L. Elsenhans * Lynn L. Elsenhans * Brenneman*
Nelda J. Connors Cynthia B. Carroll Gregory D. Brenneman Gregory D. Brenneman
Lynn L. Elsenhans Nelda J. Connors Michael R. Dumais
Cynthia B. Carroll
Beattie Michael R. Dumais Gregory L. Ebel * Chair
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description
3.1 Fourth Amended and Restated Bylaws ofBaker Hughes Company datedMay 17, 2022 104* Cover Page Interactive Data File (formatted as Inline XBRL)
* Furnished herewith
© Edgar Online, source