What is the main purpose of the amended By-Laws?

The primary purpose of the amended By-Laws is to ensure compliance with the U.S. Securities and Exchange Commission's (SEC) universal proxy rules. These rules aim to standardize the proxy voting process and enhance transparency, particularly concerning director nominations and stockholder proposals.

How do the new By-Laws affect stockholders who wish to nominate directors or submit proposals?

Stockholders seeking to nominate directors or submit proposals (other than those covered by proxy access or Rule 14a-8) will face stricter procedural mechanics and enhanced disclosure requirements. This includes adhering to specific notice periods (90-120 days prior to the anniversary of the previous year's annual meeting), providing more background information on the proposing party and nominees, and updating disclosures closer to the meeting date.

What is the significance of the different proxy card colors mentioned?

The By-Laws now mandate that any stockholder directly or indirectly soliciting proxies must use a proxy card color other than white. White will be exclusively reserved for the Board's nominees. This is intended to clearly distinguish the Board's proxy materials from those of dissident stockholders.

What changes were made to SLB's Code of Ethics?

SLB revised its code of conduct, now titled 'Together with Integrity — Our Code of Conduct.' The revisions focus on re-emphasizing the company's core expectations for integrity among its officers, directors, and employees, improving the code's readability, and incorporating new 'Integrity in Action' guidance.

SLB 8-K: Corporate Changes

Summary

SLB Limited/NV (SLB) has filed a Current Report on Form 8-K detailing significant amendments to its By-Laws and a revision to its Code of Business Conduct and Ethics. The most impactful change for investors relates to the updated By-Laws, which implement measures to comply with new universal proxy rules. These amendments aim to enhance procedural requirements and disclosure obligations for any stockholder seeking to nominate directors or propose other business at meetings, requiring more detailed information about the proposing stockholder, nominees, and solicitations. Furthermore, a specific proxy card color will be reserved for the Board's use, distinguishing it from those used by dissident stockholders. The company also adopted a revised code of conduct, "Together with Integrity — Our Code of Conduct," effective immediately. This revision seeks to re-emphasize core expectations of integrity for officers, directors, and employees, improve readability, and integrate "Integrity in Action" guidance. While these are primarily governance and procedural updates, they signal SLB's commitment to aligning with regulatory changes and reinforcing ethical standards.

Key Highlights

1SLB's Board of Directors adopted amended and restated By-Laws on April 20, 2023, effective immediately.
2The By-Law amendments address the SEC's universal proxy rules, requiring enhanced disclosures for stockholder nominations and proposals.
3New procedural requirements include specific notice timelines for nominations and proposals, falling between 90 and 120 days prior to the anniversary of the prior year's annual meeting.
4Stockholder solicitations must provide updated disclosure information as of the record date and ten business days prior to the meeting.
5A unique proxy card color will be reserved for the Board's nominees, distinguishing it from those used by other soliciting parties.
6SLB also approved a revised Code of Business Conduct and Ethics titled 'Together with Integrity — Our Code of Conduct', reinforcing integrity expectations.
7The revised Code aims to improve readability and includes 'Integrity in Action' guidance for officers, directors, and employees.

SLB LIMITED/NV 8-K Report, Bylaw Amendment (Apr 21, 2023)

Summary

Key Highlights

Frequently Asked Questions