UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2020
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
|
Curaçao |
1-4601 |
52-0684746 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
42, rue Saint-Dominique, Paris, France 75007
5599 San Felipe, Houston, Texas U.S.A. 77056
62 Buckingham Gate, London, United Kingdom SW1E 6AJ
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrant’s telephone number in the United States, including area code: (713) 513-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
|
common stock, par value $0.01 per share |
SLB |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2020 Annual General Meeting of Stockholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“Schlumberger”), was held on April 1, 2020. At the Annual Meeting, the stockholders of Schlumberger:
| • | Item 1—elected all nine director nominees; |
| • | Item 2—approved, on an advisory basis, Schlumberger’s executive compensation; |
| • | Item 3—approved Schlumberger’s consolidated balance sheet as at December 31, 2019, its consolidated statement of income for the year ended December 31, 2019, and the declarations of dividends by Schlumberger’s Board of Directors in 2019 as reflected in its 2019 Annual Report to Stockholders; and |
| • | Item 4—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2020. |
The proposals are described in detail in Schlumberger’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on February 21, 2020 (the “Definitive Proxy Statement”).
The results are as follows:
Item 1—Election of Directors
All director nominees were elected at the Annual Meeting.
|
|
For |
Against |
Abstain |
Broker Non- votes |
||||||||||||
|
Patrick de La Chevardière |
969,960,626 |
38,651,187 |
1,204,939 |
141,743,086 |
||||||||||||
|
Miguel M. Galuccio |
976,940,835 |
31,771,246 |
1,104,671 |
141,743,086 |
||||||||||||
|
Olivier Le Peuch |
987,812,418 |
20,981,123 |
1,023,211 |
141,743,086 |
||||||||||||
|
Tatiana A. Mitrova |
1,004,079,610 |
4,580,173 |
1,156,969 |
141,743,086 |
||||||||||||
|
Lubna S. Olayan |
986,417,799 |
22,074,855 |
1,324,098 |
141,743,086 |
||||||||||||
|
Mark G. Papa |
931,719,485 |
41,790,990 |
36,306,277 |
141,743,086 |
||||||||||||
|
Leo Rafael Reif |
959,613,232 |
48,977,409 |
1,226,111 |
141,743,086 |
||||||||||||
|
Henri Seydoux |
918,600,771 |
54,925,617 |
36,290,364 |
141,743,086 |
||||||||||||
|
Jeff W. Sheets |
964,350,607 |
44,192,494 |
1,273,651 |
141,743,086 |
||||||||||||
Item 2—Advisory Resolution to Approve Executive Compensation
The advisory resolution to approve Schlumberger’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 87.6% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
|
For |
Against |
Abstain |
Broker Non-votes |
|||
|
880,021,900 |
124,648,095 |
5,146,757 |
141,743,086 |
Item 3—Financial Statements and Dividends
The proposal to approve Schlumberger’s consolidated balance sheet as at December 31, 2019, its consolidated statement of income for the year ended December 31, 2019, and the declarations of dividends by Schlumberger’s Board of Directors in 2019 as reflected in its 2019 Annual Report to Stockholders, as described in the Definitive Proxy Statement, was approved with approximately 99.7% of the votes cast at the Annual Meeting voting for the proposal.
|
For |
Against |
Abstain |
Broker Non-votes |
|||
|
1,143,923,225 |
3,483,991 |
4,152,622 |
— |
Item 4—Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2020, as described in the Definitive Proxy Statement, was approved with approximately 95.9% of the votes cast at the Annual Meeting voting for the proposal.
|
For |
Against |
Abstain |
Broker Non-votes |
|||
|
1,103,443,756 |
46,862,514 |
1,253,568 |
— |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SCHLUMBERGER LIMITED |
|
/s/ Saul R. Laureles |
|
Saul R. Laureles |
|
Assistant Secretary |
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Date: April 1, 2020 |