8-KLeadership ChangesCorporate ChangesExhibits & Filings

Baker Hughes Co 8-K Report, Executive Changes (Jan 30, 2023)

Filed January 30, 2023For Securities:BKR

Summary

Baker Hughes Company (BKR) has filed a Current Report on Form 8-K to disclose significant updates regarding its Board of Directors and corporate governance. The primary event is the appointment of Dr. Mohsen M. Sohi as a new independent director to the Board, effective January 25, 2023. Dr. Sohi brings extensive executive leadership experience, currently serving as CEO of Freudenberg SE and holding directorial roles, including Chairman of STERIS plc. His appointment is intended to enhance the Board's expertise. Additionally, the company has updated its corporate bylaws, adopting the Fifth Amended and Restated Bylaws. These changes are primarily to align with updates in Delaware General Corporate Law and to implement new SEC regulations, specifically Rule 14a-19, which governs proxy access and related disclosures for shareholder proposals. These amendments aim to streamline governance processes and ensure compliance with evolving regulatory requirements.

Key Highlights

  • 1Dr. Mohsen M. Sohi appointed as an independent director to the Board of Directors.
  • 2Dr. Sohi brings significant executive experience as CEO of Freudenberg SE and chairman of STERIS plc.
  • 3Dr. Sohi will serve on the Human Capital and Compensation Committee.
  • 4Baker Hughes' Board of Directors adopted the Fifth Amended and Restated Bylaws, effective January 25, 2023.
  • 5Bylaw amendments update for changes in Delaware General Corporate Law.
  • 6Bylaw amendments implement edits related to SEC Rule 14a-19 concerning proxy access and shareholder proposals.
  • 7Dr. Sohi's compensation will be consistent with other non-employee directors.

Frequently Asked Questions

Dr. Mohsen M. Sohi is the Chief Executive Officer of Freudenberg SE, a diversified industrial company. He also serves as a director and chairman of the board of STERIS plc. He has been appointed as an independent director to Baker Hughes' Board and will serve on its Human Capital and Compensation Committee.

The Fifth Amended and Restated Bylaws were adopted to update the company's governing documents to reflect changes in the Delaware General Corporate Law and to implement new SEC regulations, specifically Rule 14a-19, which pertains to shareholder proxy access and disclosure requirements.

Rule 14a-19, as implemented in the amended bylaws, introduces new requirements for shareholder proposals and nominations. This includes specific information disclosures for proponents receiving funding for their proposals and provisions for disregarding nominations if compliance requirements are not met. This aims to enhance transparency and standardize procedures for shareholder engagement.

Dr. Sohi's compensation for his role as a director will be consistent with that of other non-employee directors of Baker Hughes.