Baker Hughes Co
For the period ended May 20, 2025. Filed Mar 31, 2025.
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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 20, 2025 · Filed Mar 31, 2025
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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 |
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| ☐ | Filed by a Party other than the Registrant |
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| Check | the appropriate box |
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under §240.14a-12 |
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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. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Letter to our shareholders
On behalf of the leadership team and the Board of Directors, I want to thank you for your continued investment in and commitment to Baker Hughes. I remain honored to serve as the Company’s Chairman, President and Chief Executive Officer, and I appreciate the trust you place in me as I drive Baker Hughes forward.
2024 was another year of strong execution and financial performance for Baker Hughes. We continued to deliver record-breaking results while advancing our strategic transformation. Our diversified portfolio of energy and industrial technologies, combined with our disciplined financial approach, has allowed us to maintain a strong balance sheet, invest in innovative solutions for our customers, and enhance long-term shareholder value.
Despite ongoing market volatility, geopolitical uncertainty and some macro headwinds, our company is clearly delivering results. In 2024, we achieved significant milestones, including:
| • | An overall strong financial performance across the company. We booked $28.2 billion in orders, achieved $27.8 billion in revenue, and had a 47% increase in adjusted earnings per share* (“EPS”). We also generated robust free cash flow* of $2.26 billion, positioning us well for continued investment and shareholder returns. |
| • | We achieved another record year of adjusted measures of EBITDA* and EBITDA margins* – with a 22% increase in adjusted EBITDA*. Our EBITDA margins were up 1.7 percentage points to 16.5%. Baker Hughes is clearly delivering results and is focused on continuing this momentum, with EBITDA to demonstrate another year of solid growth in 2025. |
| • | Continued leadership in natural gas. In 2024, we secured $3.3 billion in liquified natural gas (“LNG”)-related orders, reinforcing our position as the leading energy technology provider for this critical resource. 2024 was a pivotal year for gas, and by 2040, we expect natural gas demand to grow by almost 20% and global LNG demand to increase at an even faster rate of 75%. |
| • | Growth in new energy solutions. In 2024, our new energy orders crossed the $1 billion mark for the first time, tripling awards since 2021. We continue to exceed our full-year guidance in new energy and remain confident in our ability to achieve our 2030 orders target of $6 billion to $7 billion. We remain well-positioned to capitalize on the growing need for lower-carbon energy technologies. |
Over the last year, we made tremendous progress to help our customers reduce emissions, improve efficiency and drive sustainable energy development – the balance needed to supply the world with the energy it needs today without adversely impacting the abundance and availability of energy tomorrow. As we move into 2025, the global energy landscape continues to evolve. Regardless of how the energy landscape evolves, our customers will find what they need from our diverse portfolio ofbest-in-class technology solutions and services.
Our Board of Directors remains focused on supporting Baker Hughes’ growth and transformation. On behalf of the Company, I want to express my appreciation to our Board members for their dedication to our long-term success. With their support and guidance, we have undergone significant change to differentiate ourselves as the leading energy technology company, laying the foundation to transform Baker Hughes. The full potential of our diversified energy and industrial company is uniquely capable to optimize traditional sources of energy while abating emissions and enabling new energy.
To our customers, shareholders, and employees – thank you for your continued support of Baker Hughes. With our strong portfolio, disciplined execution, and unwavering commitment to innovation, we are confident in our ability to drive another year of progress in 2025.
Sincerely,
Lorenzo Simonelli
Chairman, President and Chief Executive Officer
| * | EBITDA, EBITDA margin, adjusted EPS and free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex A. |
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Notice of 2025 Annual Meeting
of Shareholders
| When: | Virtual Meeting Access: | ||
| May 20, 2025 8:00 a.m. CDT* | To attend, register at www.proxydocs.com/bakerhughes |
| Agenda | |
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| Proposal 1 | The election of directors |
| Proposal 2 | An advisory vote related to the Company’s executive compensation program |
| Proposal 3 | The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025 |
| 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 24, 2025 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 of the Company (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 - Chief Compliance Officer & Corporate Secretary
Houston, Texas, March 31, 2025
- 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 Common Stock at the close of business on March 24, 2025
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 1, 2025
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 20, 2025 Baker Hughes 2025 Proxy Statement and 2024 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.