Baker Hughes Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Baker Hughes Company (the “Company”) held on May 19, 2026, the Company’s stockholders voted to approve both the Baker Hughes Company 2026 Long-Term Incentive Plan (the “2026 LTIP”) and the Second Amended and Restated Baker Hughes Company Employee Stock Purchase Plan (the “ESPP”), in order to, among other things, enable the Company to continue to attract and retain employees and non-employee directors by providing stock-based and cash-based incentive compensation, promote a pay-for-performance linkage, align the interests of participants with those of the Company’s stockholders, and encourage proprietary interests in the Company by enabling employees to acquire Company shares. The 2026 LTIP provides for a share reserve of 9,500,000 new shares of Class A common stock (the “Common Stock”), plus the number of shares that remained available for future awards under the Baker Hughes Company 2021 Long-Term Incentive Plan as of March 16, 2026, less one share for every one share granted thereunder after such date. The ESPP, as amended and restated, increases the number of shares of Common Stock available for issuance under the ESPP by 9,500,000 shares, for an aggregate of 14,408,532 shares reserved for issuance thereunder.
Summaries of the 2026 LTIP and the ESPP are set forth in Proposal 4 and Proposal 5, respectively, to the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2026, which summaries are incorporated by reference herein. The above summaries and description of the 2026 LTIP and ESPP do not purport to be complete and are qualified in their entirety by reference to the 2026 LTIP and ESPP, which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 19, 2026 to (i) elect ten members to the Board of Directors of the Company (the “Board”) to serve for a one-year term, (ii) vote on an advisory vote related to the Company’s executive compensation program, (iii) vote on the ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026, (iv) vote to approve the 2026 LTIP and (v) vote to approve the ESPP. Each director nominated was elected, the Company’s executive compensation program was approved on an advisory basis, KPMG LLP was ratified as the Company’s independent registered public accounting firm for fiscal year 2026, the 2026 LTIP was approved and the ESPP was approved.
As of March 23, 2026, the record date, there were 991,757,347 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. There were 911,637,899 shares of Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum.
The number of votes for, against, abstentions and broker non-votes for the election of each director was as follows:
| Name |
Number of Votes FOR |
Number of Votes AGAINST |
Abstain Votes |
Broker Non-Votes | ||||
| Abdulaziz M. Al Gudaimi |
854,306,572 | 17,701,248 | 270,630 | 39,359,448 | ||||
| W. Geoffrey Beattie |
842,468,610 | 29,540,471 | 269,370 | 39,359,448 | ||||
| Gregory D. Brenneman |
843,547,304 | 28,465,424 | 265,723 | 39,359,448 | ||||
| Cynthia B. Carroll |
833,103,858 | 38,922,232 | 252,361 | 39,359,448 | ||||
| Michael R. Dumais |
787,613,327 | 82,469,395 | 2,195,728 | 39,359,448 | ||||
| Shirley A. Edwards |
855,341,348 | 16,683,467 | 253,637 | 39,359,448 | ||||
| Ilham Kadri |
860,289,867 | 11,720,056 | 268,527 | 39,359,448 | ||||
| John G. Rice |
841,822,547 | 30,205,150 | 250,753 | 39,359,448 | ||||
| Lorenzo Simonelli |
813,774,452 | 58,270,930 | 233,069 | 39,359,448 | ||||
| Mohsen M. Sohi |
841,335,630 | 30,672,697 | 270,124 | 39,359,448 |
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 FOR |
Number of Votes AGAINST |
Abstain Votes |
Broker Non-Votes | |||
| 806,679,306 | 62,794,771 | 2,804,374 | 39,359,448 |
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 2026 was as follows:
| Number of Votes FOR |
Number of Votes AGAINST |
Abstain Votes |
Broker Non-Votes | |||
| 907,322,622 | 3,941,384 | 373,892 | — |
The number of votes for, against, abstentions and broker non-votes with respect to the approval of the 2026 LTIP was as follows:
| Number of Votes FOR |
Number of Votes AGAINST |
Abstain Votes |
Broker Non-Votes | |||
| 845,905,226 | 23,928,446 | 2,444,779 | 39,359,448 |
The number of votes for, against, abstentions and broker non-votes with respect to the approval of the ESPP was as follows:
| Number of Votes FOR |
Number of Votes AGAINST |
Abstain Votes |
Broker Non-Votes | |||
| 870,284,234 | 1,720,741 | 273,476 | 39,359,448 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 | |||||
| Date: May 19, 2026 | By: | /s/ Fernando Contreras | ||||
| Fernando Contreras Vice President, Chief Compliance Officer and Corporate Secretary | ||||||