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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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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
Ticker
SLB
CIK
87347
Form type
8-K
Filing date
Apr 6, 2023
Report date
Apr 5, 2023
Document
d452417d8k.htm
Size
173 KB