8-KThe WireRoutine
Shareholder Vote
Filed Apr 6, 2023 · 3y ago · Accession 0001193125-23-092724
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 5, 2023
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 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“SLB”), was held on April 5, 2023. All director nominees were elected and all other proposals were passed at the Annual Meeting. The results are summarized below, with detailed voting results following.
At the Annual Meeting, the shareholders of SLB:
•
Item 1—elected all eleven director nominees;
•
Item 2—conducted an advisory vote on the frequency of future advisory votes on SLB’s executive compensation, with approximately 98.6% of the votes cast voting in favor of annual votes;
•
Item 3—approved, on an advisory basis, SLB’s executive compensation, with approximately 96.6% of the votes cast voting for this proposal;
•
Item 4—approved SLB’s consolidated balance sheet at December 31, 2022, its consolidated statement of income for the year ended December 31, 2022, and the declarations of dividends by SLB’s Board of Directors in 2022 as reflected in its 2022 Annual Report to Shareholders, with approximately 99.9% of the votes cast voting for this proposal; and
•
Item 5—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of SLB for 2023, with approximately 92.9% of the votes cast voting for this proposal.
The proposals are described in detail in SLB’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on February 23, 2023 (the “Definitive Proxy Statement”).
Item 1—Election of Directors
All director nominees were elected at the Annual Meeting.
For
Against
Abstain
Broker
Non-votes
Peter Coleman
1,074,223,163
30,947,453
1,095,803
115,263,471
Patrick de La Chevardière
1,097,768,170
7,419,880
1,078,370
115,263,471
Miguel Galuccio
1,030,974,797
74,148,033
1,143,589
115,263,471
Olivier Le Peuch
1,101,566,437
3,710,084
989,898
115,263,471
Samuel Leupold
1,099,564,620
5,673,023
1,028,776
115,263,471
Tatiana Mitrova
1,099,926,513
5,473,074
866,832
115,263,471
Maria Moræus Hanssen
1,071,888,893
33,229,039
1,148,487
115,263,471
Vanitha Narayanan
1,071,514,482
33,675,258
1,076,679
115,263,471
Mark Papa
929,457,264
175,689,864
1,119,292
115,263,471
Jeff Sheets
1,020,483,956
84,559,414
1,223,050
115,263,471
Ulrich Spiesshofer
1,093,956,321
11,490,924
819,175
115,263,471
Item 2—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The advisory vote on the frequency of future advisory votes on SLB’s executive compensation, as described in the Definitive Proxy Statement, was concluded with approximately 98.6% of the votes cast at the Annual Meeting voting in favor of annual votes.
One Year
Two Year
Three Year
Abstain
1,089,612,637
1,605,008
14,013,084
1,035,689
Item 3—Advisory Approval of Executive Compensation
The advisory resolution to approve SLB’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 96.6% of the votes cast at the Annual Meeting voting for the proposal.
For
Against
Abstain
Broker Non-votes
1,065,067,054
37,429,939
3,769,426
115,263,471
Item 4—Financial Statements and Dividends
The proposal to approve SLB’s consolidated balance sheet at December 31, 2022, its consolidated statement of income for the year ended December 31, 2022, and the declarations of dividends by SLB’s Board of Directors in 2022 as reflected in its 2022 Annual Report to Shareholders, as described in the Definitive Proxy Statement, was approved with approximately 99.9% of the votes cast at the Annual Meeting voting for the proposal.
For
Against
Abstain
Broker Non-votes
1,215,659,411
1,163,699
4,706,781
—
Item 5—Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of SLB for 2023, as described in the Definitive Proxy Statement, was approved with approximately 92.9% of the votes cast at the Annual Meeting voting for the proposal.
For
Against
Abstain
Broker Non-votes
1,133,666,863
86,113,733
1,749,296
—
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/ Dianne B. Ralston
Dianne B. Ralston
Chief Legal Officer and Secretary
Date: April 5, 2023
Filing details
- Company
- SLB LIMITED/NV
- Ticker
- SLB
- CIK
- 87347
- Form type
- 8-K
- Filing date
- Apr 6, 2023
- Report date
- Apr 5, 2023
- Document
- d452417d8k.htm
- Size
- 173 KB