Skip to main content

Baker Hughes Co

For the period ended May 13, 2024. Filed Apr 2, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2024 · Filed Apr 2, 2024

BKR$47.87+3.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☒Filed by the Registrant
☐Filed by a Party other than the Registrant

Check the appropriate box

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §240.14a-12

BAKER HUGHES COMPANY

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter to our shareholders

On behalf of the leadership team and the Board of Directors, I want to thank you for your investment and commitment to Baker Hughes. I remain honored to continue to serve as the Company's Chairman, President, and Chief Executive Officer, and I continue to appreciate the trust you place in me to drive Baker Hughes forward.

In 2023, Baker Hughes delivered a record-breaking year across the Company. Our order backlog reached historic levels, while at the same time we are making significant progress in transforming our organization. Our unique portfolio of assets, technologies, and long-term strategy has allowed us to maintain a strong balance sheet and invest in differentiated solutions to better deliver for energy and industrial customers and enhance shareholder value.

We achieved strong results during another year of volatility thanks to a strong commitment to our strategy and generally favorable market forces. We believe that natural gas – and within it, Liquified Natural Gas (LNG) – will remain critical to meet global energy demand and further reduce the use of more carbon-intensive sources of energy, including coal. Our work throughout 2023 resulted in several significant achievements that yielded benefits for shareholders, including:

•Growth in orders, revenues, and margins compared to 2022. We booked $30.5 billion in orders, increased adjusted EBITDA* by 26%, and generated strong net cash flow from operations of $3.1 billion and free cash flow* of $2.0 billion.
•Record bookings of LNG awards – $5.6 billion – further emphasizing Baker Hughes' role as the energy technology provider of choice for this critical resource. Our Industrial & Energy Technology business segment ended the year with a record backlog of $30 billion, and the pipeline of opportunities remains robust.
•Continued to expand our leadership in new energy, exceeding our original full year guidance and booking orders of $750 million. We expect total company new energy orders of $800 million to $1 billion in 2024, in key areas including hydrogen, carbon capture, utilization and storage, geothermal, and emissions abatement.
•Returned $1.3 billion to shareholders through dividends and share buybacks. We increased our dividend to $0.20 in the third quarter of 2023, and further increased the dividend to $0.21 in the first quarter of 2024.

Amidst global economic uncertainty and geopolitical risk at levels not seen in decades, the need to push ahead in a balanced energy transition became more apparent in 2024 with another year of extreme climate impacts worldwide. These events have sharpened policymakers' focus on better balancing the energy trilemma across security, sustainability, and affordability. To resolve the energy trilemma over the longer term, all forms of energy will be required with heightened focus on lowering and/or eliminating emissions, as well as increasing efficiencies. Technologies for sustainable energy development will continue to require public incentives to scale up, and our customers expect new partnerships, commercial models, and new solutions to deliver productivity improvements with a lower carbon footprint. We see opportunities in 2024 to be recognized and rewarded financially for the risk we are taking in building and delivering these new technology solutions.

Our Board of Directors has remained engaged and focused on growth at Baker Hughes. Since our 2023 shareholders meeting, we welcomed Abdulaziz M. Al Gudaimi to the Board, adding further global and integrated energy and chemicals experience from his decades at Aramco. On behalf of our Company, I also want to share my sincere thanks to our Board members for their commitment to our strategy and our transformation in 2023.

Thank you to our customers, shareholders, and employees for their continued support of Baker Hughes. Our unique portfolio, strong balance sheet, and continued winning strategy will continue to guide us in another year of taking energy forward.

Sincerely,

Lorenzo Simonelli

Chairman, President, and Chief Executive Officer

*Adjusted EBITDA and free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex B.

Notice of 2024 Annual Meeting

of Shareholders

When:Virtual Meeting Access:
May 13, 2024 8:00 a.m. CDT*To attend, register at www.proxydocs.com/bakerhughes
Agenda
Proposal 1The election of directors
Proposal 2An advisory vote related to the Company's executive compensation program
Proposal 3The ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024
Proposal 4Amendment and Restatement of the Certificate of Incorporation to limit the liability of certain officers of the Company
Proposal 5Amendment and Restatement of the Certificate of Incorporation to add a federal forum selection provision
Proposal 6Amendment and Restatement of the Certificate of Incorporation to clarify and modernize the Certificate of Incorporation
Such other business as may properly come before the meeting and any reconvened meeting after an adjournment thereof.

Record date

The Board of Directors of Baker Hughes Company (the "Company," "Baker Hughes," "we," "us" or "our") has fixed March 22, 2024 as the record date for determining the shareholders of the Company entitled to notice of, and to vote at the meeting and any reconvened meeting after an adjournment thereof, and only holders of Class A Common Stock and Class B Common Stock of the Company (collectively, the "Common Stock") of record at the close of business on that date will be entitled to notice of, and to vote at the meeting and any reconvened meeting after an adjournment.

Proxy voting

You are invited to attend the meeting via live webcast. Whether or not you plan to attend the live webcast, we urge you to promptly vote your shares by telephone, by the Internet, or if this proxy statement ("Proxy Statement") was mailed to you, by completing, signing, dating, and returning it as soon as possible in the enclosed postage prepaid envelope in order that your vote may be cast at the Annual Meeting of Shareholders (the "Annual Meeting"). You may revoke your proxy any time prior to its exercise, and you may vote at the live webcast, even if you have previously returned your proxy.

By order of the Board of Directors,

Fernando Contreras

Vice President - Legal Governance & Corporate Secretary

Houston, Texas, April 2, 2024

  • It is possible that an adjournment or postponement may be necessary due to a national emergency that makes us unable to hold the meeting on the date as planned.

How to vote in advance

Even if you plan to attend the meeting via live webcast, we urge you to vote in advance using one of these voting methods:

Registered holders 1-855-658-0965 Beneficial holders Follow instructions provided by your broker, bank, or other nominee

Registered holders www.proxypush.com/bakerhughes Beneficial holders Follow instructions provided by your broker, bank, or other nominee

Mail your signed proxy card or voting instruction to the address listed on the envelope

Who can vote:

Holders of Baker Hughes Class A Common Stock and Class B Common Stock at the close of business on March 22, 2024

Virtual Meeting Access:

To attend, register at:

www.proxydocs.com/bakerhughes

Date of mailing

A Notice of Internet Availability of Proxy Materials will be mailed on or about April 2, 2024

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 13, 2024 Baker Hughes 2024 Proxy Statement and 2023 Annual Report are available on the Internet: Registered holders www.proxydocs.com/bakerhughes Beneficial holders Follow instructions provided by your broker, bank, or other nominee

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.