Item 5.07. Submission of Matters to a Vote of Security Holders
The 2020 Annual Meeting of Stockholders of Baker Hughes Company (the "Company")
was held on May 14, 2020 (the "Annual Meeting") to (i) elect nine members to the
Board of Directors (the "Board") to serve for a one-year term, (ii) vote on an
advisory vote to approve the Company's executive compensation program, and (iii)
ratify KPMG LLP as the Company's independent registered public accounting firm
for fiscal year 2020. Each director nominated was elected, the advisory vote to
approve the Company's executive compensation program and the ratification of
KPMG LLP as the Company's independent registered public accounting firm for
fiscal year 2020 were each approved.
As of March 23, 2020, the record date, there were 653,740,913 shares of Class A
common stock ("Class A Common Stock") issued and outstanding and entitled to
vote at the Annual Meeting and 377,427,884 shares of Class B common stock
("Class B Common Stock," and together with the Class A Common Stock, the "Common
Stock"), issued and outstanding and entitled to vote at the Annual Meeting.
There were 974,570,100 shares of Common Stock represented in person or by proxy
at the Annual Meeting, constituting a quorum. The affirmative vote of the
plurality of votes cast by the holders of shares of Common Stock present or
represented at the Annual Meeting and entitled to vote is needed to elect each
director. The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented by proxy at the Annual Meeting and entitled
to vote on the matter is required for the approval of the other proposals.
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
W. Geoffrey Beattie 869,172,053 70,426,355 34,971,692
Gregory D. Brenneman 935,443,246 4,155,162 34,971,692
Cynthia B. Carroll 938,148,712 1,449,696 34,971,692
Clarence P. Cazalot, Jr. 938,079,675 1,518,733 34,971,692
Nelda J. Connors 845,327,472 94,270,936 34,971,692
Gregory L. Ebel
927,500,415 12,097,993 34,971,692
Lynn L. Elsenhans 938,156,123 1,442,286 34,971,692
John G. Rice 689,305,897 250,292,512 34,971,692
Lorenzo Simonelli 918,766,220 20,832,189 34,971,692
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
865,879,883 73,348,951 369,575 34,971,692
The number of votes for, against, abstentions and broker non-votes with respect
to the ratification of KPMG LLP as the Company's Independent Registered Public
Accounting Firm for fiscal year 2020 was as follows:
Number of Votes Number of Votes Abstentions Broker Non-Votes
FOR AGAINST
973,501,864 651,182 417,055 0
Item 8.01. Other Events
On May 14, 2020, the Board of Directors elected Lorenzo Simonelli as Chairman of
the Board and W. Geoffrey Beattie as Lead Director. The Board also made the
following committee appointments:
Conflicts Committee
Audit Committee Compensation Committee Governance & (subcommittee of
Nominating Committee Governance &
Nominating Committee)
Gregory L. Ebel* Gregory D. Brenneman* Lynn L. Elsenhans* Clarence P. Cazalot *
W. Geoffrey Beattie John G. Rice Gregory D. Brenneman Gregory D. Brenneman
Lynn L. Elsenhans Clarence P. Cazalot Clarence P. Cazalot Lynn L. Elsenhans
Cynthia B. Carroll Nelda J. Connors W. Geoffrey Beattie
Gregory L. Ebel
* Chair
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
101.SCH* Inline XBRL Schema Document
101.CAL* Inline XBRL Calculation Linkbase Document
101.LAB* Inline XBRL Label Linkbase Document
101.PRE* Inline XBRL Presentation Linkbase Document
101.DEF* Inline XBRL Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
* Furnished herewith
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