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8-KThe WireRoutine

Shareholder Vote

Filed Apr 7, 2021 · 5y ago · Accession 0001193125-21-109039

Plain English

Material event — a significant development the company must disclose promptly.

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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 7, 2021     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 (address) 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 2021 Annual General Meeting of Stockholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“Schlumberger”), was held on April 7, 2021. At the Annual Meeting, the stockholders of Schlumberger:     •   Item 1—elected all eight 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, 2020, its consolidated statement of income for the year ended December 31, 2020, and the declarations of dividends by Schlumberger’s Board of Directors in 2020 as reflected in its 2020 Annual Report to Stockholders;     •   Item 4—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2021;     •   Item 5—approved the amendment and restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan;     •   Item 6—approved the amendment and restatement of the Schlumberger Discounted Stock Purchase Plan; and     •   Item 7—approved the amendment and restatement of the 2004 Stock and Deferral Plan for Non-Employee Directors. The proposals are described in detail in Schlumberger’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on February 25, 2021 (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    975,827,493    6,403,484    1,245,701    133,048,756 Miguel M. Galuccio    969,215,813    13,033,557    1,227,308    133,048,756 Olivier Le Peuch    970,547,120    11,483,705    1,445,853    133,048,756 Tatiana A. Mitrova    975,805,781    6,152,218    1,518,680    133,048,756 Maria Moræus Hanssen    962,204,882    19,610,047    1,661,749    133,048,756 Mark G. Papa    958,220,225    24,055,754    1,200,699    133,048,756 Henri Seydoux    871,305,295    110,793,391    1,377,992    133,048,756 Jeff W. Sheets    960,657,976    21,578,294    1,240,408    133,048,756 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 94.6% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.   For   Against   Abstain    Broker Non-votes 924,960,089   52,970,583   5,546,006    133,048,756 Item 3—Financial Statements and Dividends The proposal to approve Schlumberger’s consolidated balance sheet as at December 31, 2020, its consolidated statement of income for the year ended December 31, 2020, and the declarations of dividends by Schlumberger’s Board of Directors in 2020 as reflected in its 2020 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 1,109,880,204   2,803,697   3,841,534    — Item 4—Independent Registered Public Accounting Firm The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2021, as described in the Definitive Proxy Statement, was approved with approximately 95.3% of the votes cast at the Annual Meeting voting for the proposal.   For   Against   Abstain    Broker Non-votes 1,062,075,862   52,933,325   1,516,247    — Item 5—Amendment and Restatement of 2017 Schlumberger Omnibus Stock Incentive Plan The proposal to approve the amendment and restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan, as described in the Definitive Proxy Statement, was approved with approximately 96.7% of the votes cast at the Annual Meeting voting for the proposal.   For   Against   Abstain    Broker Non-votes 950,733,520   30,499,259   2,243,899    133,048,756 Item 6—Amendment and Restatement of Schlumberger Discounted Stock Purchase Plan The proposal to approve the amendment and restatement of the Schlumberger Stock Purchase Plan, as described in the Definitive Proxy Statement, was approved with approximately 99.3% of the votes cast at the Annual Meeting voting for the proposal.   For   Against   Abstain    Broker Non-votes 976,698,195   5,078,233   1,700,250    133,048,756 Item 7—Amendment and Restatement of 2004 Stock and Deferral Plan for Non-Employee Directors The proposal to approve the amendment and restatement of the 2004 Stock and Deferral Plan for Non-Employee Directors, as described in the Definitive Proxy Statement, was approved with approximately 97.1% of the votes cast at the Annual Meeting voting for the proposal.   For   Against   Abstain    Broker Non-votes 955,373,583   26,509,955   1,593,140    133,048,756 Item 9.01 Exhibits.     (d) Exhibits The exhibits listed below are filed pursuant to Item 9.01 of this Form 8-K.              10.1    Schlumberger 2017 Omnibus Stock Incentive Plan, as amended and restated effective January 21, 2021.   10.2    Schlumberger Discounted Stock Purchase Plan, as amended and restated effective January 1, 2021.   10.3    Schlumberger Limited 2004 Stock and Deferral Plan for Non-Employee Directors, as amended and restated effective January 21, 2021.   104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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.   SCHLUMBERGER LIMITED /s/ Saul R. Laureles Saul R. Laureles Assistant Secretary Date: April 7, 2021
Filing details
Ticker
SLB
CIK
87347
Form type
8-K
Filing date
Apr 7, 2021
Report date
Apr 7, 2021
Document
d128317d8k.htm
Size
385 KB