Summary
Baker Hughes Company (BKR) filed an 8-K on May 18, 2022, detailing significant governance changes approved by its Board of Directors. The company's Fourth Amended and Restated Bylaws, effective May 17, 2022, introduce proxy access, allowing eligible long-term shareholders to nominate directors, and a majority voting standard for uncontested director elections. This aligns the company with modern corporate governance practices and enhances shareholder rights. Additionally, the filing reports the outcomes of the 2022 Annual Meeting of Stockholders, held on May 17, 2022. All nine nominated directors were elected, the executive compensation program received advisory approval, and KPMG LLP was ratified as the independent auditor for fiscal year 2022. The Board also appointed Lorenzo Simonelli as Chairman of the Board and W. Geoffrey Beattie as Independent Lead Director, alongside committee reassignments, solidifying leadership and oversight structures.
Key Highlights
- 1Baker Hughes adopted new bylaws introducing proxy access, allowing stockholders owning 3% or more of shares continuously for three years to nominate director candidates for inclusion in company proxy materials.
- 2A majority voting standard will now apply to uncontested director elections, meaning nominees must receive more 'for' votes than 'against' votes cast.
- 3In contested director elections, the plurality voting standard will continue to apply.
- 4All nine nominated directors were elected at the 2022 Annual Meeting of Stockholders.
- 5Stockholders provided advisory approval for the company's executive compensation program.
- 6KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2022.
- 7Lorenzo Simonelli was elected Chairman of the Board, and W. Geoffrey Beattie was appointed Independent Lead Director.