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Baker Hughes Co

For the period ended May 19, 2026. Filed Mar 30, 2026.

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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 19, 2026 · Filed Mar 30, 2026

BKR$47.87+3.6%Stored close · as of Nov 6, 2026
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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
☐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

Dear Fellow 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 am honored to serve as the Company’s Chairman, President and Chief Executive Officer as we accomplish great things together, producing record-breaking financial results and realizing the successes of the strategy we laid out in the fall of 2022. I am extremely proud of the work we did in 2025, particularly in establishing Baker Hughes as a leading industrial and energy technology company. We delivered an outstanding year, driving continued progress through our Business System and achieving outstanding performance across the Company while maintaining a steadfast commitment to health, safety, and environmental (HSE) excellence: • We booked $29.6 billion in orders and achieved $27.7 billion in revenue, maintaining a strong balance sheet and returning $1.3 billion to shareholders in dividends and share repurchases. • Our attributable net income was approximately $2.59 billion, and adjusted EBITDA* was approximately $4.83 billion. This achievement demonstrates sustained momentum from our Business System and ongoing positive performance in Industrial & Energy Technology (IET), which more than offset continued macro-driven softness in Oilfield Services & Equipment (OFSE). • IET ended the year with a record $14.9 billion of orders, resulting in a book-to-bill of 1.1x and a record Remaining Performance Obligation (RPO) of $32.4 billion. Notably, this marked the sixth consecutive year of IET RPO growth. • We ended the year with cash flows from operating activities up 14% year-over-year at $3.81 billion and free cash flow* up 21% year-over-year at $2.73 billion, enhanced by working capital efficiency and customer down payments. I am proud of the collective work we have done – and what we continue to achieve – as we build a stronger, more durable Baker Hughes that is reaching new customers and entering new markets in innovative ways. To further support our growth and advance our portfolio management strategy, we closed three significant transactions: the creation of a joint venture with Cactus Wellhead for our Surface Pressure Control business; the sale of Precision Sensors & Instrumentation; and the acquisition of Continental Disc Corporation. Additionally, the announcement of our intent to acquire Chart Industries represents another significant step forward, further expanding our capabilities across process technologies, thermal management, and lifecycle services. These portfolio actions continue to position Baker Hughes as an industrialized energy solutions company, equipping us to deliver the transformative outcomes necessary to meet global energy demand growth. Looking ahead, Baker Hughes is positioned to rewrite The Energy Equation™ by applying differentiated technology, disciplined execution, and lifecycle solutions to help meet accelerating global energy demand across industrial, power, and energy markets. As we look to the future, our focus remains steadfast on enhancing customer value, strengthening our portfolio, and driving sustainable, profitable growth across the Company. We are confident that our strategy will enable us to build on our current momentum and continue generating long-term value for our shareholders. I would like to express my sincere gratitude to our customers, shareholders and employees for their continued support of Baker Hughes. 2025 brought much positive change for Baker Hughes, and I am excited for the year we have ahead. Sincerely, Lorenzo Simonelli Chairman, President and Chief Executive Officer * Adjusted EBITDA and free cash flow are non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures is included in the Proxy Statement in Annex A.

Letter to our shareholders

Dear Fellow Shareholders, On behalf of my fellow independent directors, I join our Chairman and Chief Executive Officer in inviting you to attend Baker Hughes’ 2026 Annual Meeting of Shareholders. I am pleased to provide an update on the Board’s oversight and priorities. The Board remains firmly focused on ensuring Baker Hughes continues to successfully execute its multi-year strategy with discipline and rigor to drive continued value creation. In 2025, we are proud to have achieved a record $14.9 billion of Industrial & Energy Technology (IET) orders and showcased strong margin resilience and cost discipline in Oilfield Services & Equipment (OFSE). Under the guidance of the Baker Hughes leadership team, our differentiated portfolio and technology-enabled lifecycle solutions are Rewriting The Energy Equation™ to meet accelerating growth and energy demand across key markets, including data centers, industrial, power, renewables, and conventional energy. In 2025, we provided close oversight of strategic transactions that further strengthened the Company’s competitive position and expanded its presence in attractive growth markets. Baker Hughes’ pending acquisition and integration of Chart Industries represents a meaningful next step in our Company’s transformative growth journey across our three time horizons, further strengthening our key accelerators, including revenue growth and margin accretion. The transaction will position Baker Hughes as a leading industrialized energy solutions provider by bolstering our portfolio, enhancing our ability to serve customers, and expanding our presence in attractive growth markets. With Horizon One of our three-horizon growth strategy complete, the Board is focused on the disciplined execution of Horizon Two and the advancement toward Horizon Three. Our objective is clear – to support the development of a scaled industrial energy solutions provider capable of delivering sustained margin expansion, strong cash generation, and durable long-term shareholder returns. Maintaining a Board with the right mix of skills and perspectives is essential as Baker Hughes advances its strategy. Our directors’ experience across industrial and energy systems, capital markets, safety, and digital innovation positions the Board to effectively oversee the responsible deployment of emerging technologies, which are integral components of our enterprise risk framework. We regularly survey independent Board members to obtain input regarding Board agendas, effectiveness, and overall performance. Board refreshment and succession planning remain among our ongoing priorities. Over the past five years, we have added four independent directors as part of a deliberate effort to align Board composition with the Company’s strategic evolution. Following her transition from an active CEO role earlier this year, we are pleased to re-nominate Dr. Ilham Kadri for election at this year’s Annual Meeting. Her global leadership experience and proven ability to drive innovation further enhance the Board’s oversight capabilities. Engagement with shareholders is integral to our governance framework. Throughout 2025, the independent directors and management team of Baker Hughes maintained regular dialogue with investors regarding strategy, capital allocation, sustainability and executive compensation. Shareholder perspectives inform our oversight and decision-making. These ongoing conversations help ensure the Board and management remain closely aligned with shareholder priorities and responsive to the evolving expectations of our global investor base. On behalf of the full Board, we thank you for your continued support and investment in Baker Hughes. Sincerely, John G. Rice Lead Independent Director

Notice of 2026 Annual Meeting

of Shareholders

When:Virtual Meeting Access:
Tuesday, May 19, 2026 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 2026
Proposal 4The approval of the Baker Hughes Company 2026 Long-Term Incentive Plan
Proposal 5The approval of the Second Amended and Restated Baker Hughes Company Employee Stock Purchase Plan
Such other business as may properly come before the meeting and any reconvened meeting after an adjournment thereof.

Record date

The Board of Directors (the “Board”) of Baker Hughes Company (the “Company,” “Baker Hughes,” “we,” “us,” or “our”) has fixed March 23, 2026 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 for your vote to be cast at the 2026 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,

Fernando Contreras

Vice President - Chief Compliance Officer & Corporate Secretary

Houston, Texas, March 30, 2026

(1)Vote by 8:00 a.m. CDT on May 19, 2026.
(2)Mailed ballot needs to be received by 9:00 a.m. CDT on May 18, 2026.

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

Registered holders(1) 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(2)

Who can vote:

Holders of Baker Hughes Common Stock at the close of business on March 23, 2026

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 March 31, 2026

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 19, 2026 Baker Hughes 2026 Proxy Statement and 2025 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.