01—Abstract
Summary
Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.
Baker Hughes Company (BKR) held its 2026 Annual Meeting of Stockholders on May 19, 2026, where key proposals regarding executive compensation and equity plans were presented and voted upon.
The primary focus for investors revolves around the shareholder approval of the Baker Hughes Company 2026 Long-Term Incentive Plan (2026 LTIP) and the Second Amended and Restated Baker Hughes Company Employee Stock Purchase Plan (ESPP). These plans are designed to foster employee retention, incentivize performance, and align executive and employee interests with those of shareholders through stock-based and cash-based compensation.
Additionally, the meeting saw the election of all ten director nominees to the Board, advisory approval of the executive compensation program, and the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2026. The overwhelming support for the equity plans and director elections indicates strong shareholder confidence in the company's governance and compensation strategies.
02—Key points
Key Highlights
- Shareholders overwhelmingly approved the 2026 Long-Term Incentive Plan (2026 LTIP), authorizing 9,500,000 new shares of Class A common stock plus remaining availability from the prior plan.
- The Second Amended and Restated Employee Stock Purchase Plan (ESPP) was also approved, increasing the share reserve by 9,500,000 shares for an aggregate of 14,408,532 shares.
- All ten director nominees were elected to the Board of Directors for a one-year term, indicating shareholder confidence in the current leadership.
- An advisory vote on the company's executive compensation program received majority approval, suggesting general shareholder satisfaction with pay practices.
- KPMG LLP was ratified as Baker Hughes' independent registered public accounting firm for fiscal year 2026 with substantial support.
- The approved equity plans are intended to attract, retain, and motivate employees and non-employee directors, promoting a pay-for-performance linkage and aligning interests with shareholders.
03—Questions
Frequently Asked Questions
What is the main purpose of the approved 2026 Long-Term Incentive Plan (2026 LTIP)?
The 2026 LTIP is designed to help Baker Hughes attract and retain employees and non-employee directors by providing stock-based and cash-based incentive compensation. It aims to 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.
How many new shares will be available under the 2026 LTIP and the ESPP?
The 2026 LTIP provides for a share reserve of 9,500,000 new shares of Class A common stock, plus any remaining available shares from the prior plan. The ESPP, as amended, increases its share reserve by 9,500,000 shares, bringing the total reserved for issuance to 14,408,532 shares.
What were the voting results for the key proposals?
The 2026 LTIP was approved by a significant majority (845,905,226 FOR vs. 23,928,446 AGAINST). The ESPP also received strong approval (870,284,234 FOR vs. 1,720,741 AGAINST). All director nominees were elected with substantial 'FOR' votes, and the executive compensation program received advisory approval.
Has there been any change in Baker Hughes' independent auditor?
No, shareholders ratified KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026 with very strong support (907,322,622 FOR vs. 3,941,384 AGAINST), indicating continuity in external audit services.
04—Continue