8-KLeadership ChangesMaterial AgreementsOther Events+1

Baker Hughes Co 8-K Report, Material Agreement (Oct 2, 2017)

Filed October 2, 2017For Securities:BKR

Summary

This 8-K filing by Baker Hughes, a GE company, on October 2, 2017, primarily details amendments to its governance structure and executive appointments, stemming from its prior agreement with General Electric (GE). Key changes include an amendment to the Stockholders Agreement, reducing the Board of Directors to nine members, with a majority of five directors designated by GE. This reflects the ongoing integration and governance framework established post-transaction with GE. Furthermore, the filing announces significant leadership transitions. Jeffrey R. Immelt has retired as Chairman of the Board, with Lorenzo Simonelli, the current CEO and President, assuming the Chairman role. J. Larry Nichols has also retired from the Board and his role as chairman of the Conflicts Committee, with Clarence P. Cazalot, Jr. appointed to succeed him. The company also amended its governance principles to include a lead director role, appointing W. Geoffrey Beattie to this position, and a new member to its Governance & Nominating Committee and the Conflicts Committee. These changes underscore a refinement of the company's leadership and board composition post-GE transaction.

Key Highlights

  • 1Amendment to the Stockholders Agreement with GE, dated July 3, 2017.
  • 2Reduction in the size of Baker Hughes' Board of Directors to nine members.
  • 3GE will have five designees on the Board, with four Non-GE Directors.
  • 4Retirement of Jeffrey R. Immelt as Chairman of the Board, effective October 2, 2017.
  • 5Appointment of Lorenzo Simonelli as the new Chairman of the Board.
  • 6Retirement of J. Larry Nichols from the Board and the Conflicts Committee chairmanship.
  • 7Appointment of Clarence P. Cazalot, Jr. as the new Chairman of the Conflicts Committee.
  • 8Establishment of a Lead Director role on the Board, with W. Geoffrey Beattie appointed.
  • 9Appointment of Lynn L. Elsenhans to the Governance & Nominating Committee and the Conflicts Committee.

Frequently Asked Questions

The amendment primarily adjusts the corporate governance structure by reducing the size of Baker Hughes' Board of Directors to nine members. It formalizes the composition of the board, designating five seats for GE representatives and four for Non-GE Directors, reflecting the terms of the ongoing relationship with General Electric.

Lorenzo Simonelli, currently the CEO and President of Baker Hughes, has been appointed as the new Chairman of the Board, effective immediately after Jeffrey R. Immelt's retirement on October 2, 2017. Mr. Immelt retired from his role as Chairman.

J. Larry Nichols retired from the Board and as chairman of the Conflicts Committee. Clarence P. Cazalot, Jr. has been appointed to succeed him as chairman of the Conflicts Committee. Additionally, a Lead Director role was established, with W. Geoffrey Beattie appointed to this position, and Lynn L. Elsenhans was appointed to serve on both the Governance & Nominating Committee and the Conflicts Committee.

The amendment reinforces GE's significant influence by ensuring a majority representation on the Board of Directors (five out of nine directors are GE designees). This reflects the strategic partnership and integration between the two companies as established in their prior agreements.