8-K – 2026-05-19 – d137440d8k.htm

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Baker Hughes Co false 0001701605 0001701605 2026-05-19 2026-05-19 0001701605 us-gaap:CommonStockMember 2026-05-19 2026-05-19 0001701605 bkr:A3.226SeniorNotesDue2030OfBakerHughesHoldingsLLCAndBakerHughesCoObligorInc.Member 2026-05-19 2026-05-19 0001701605 bkr:A3.812SeniorNotesDue2034OfBakerHughesHoldingsLLCAndBakerHughesCoObligorInc.Member 2026-05-19 2026-05-19 0001701605 bkr:A4.193SeniorNoteDue2038OfBakerHughesHoldingsLLCAndBakerHughesCoObligorInc.Member 2026-05-19 2026-05-19 0001701605 bkr:M5.125SeniorNotesDue2040OfBakerHughesHoldingsLlcAndBakerHughesCoObligorInc2Member 2026-05-19 2026-05-19 0001701605 bkr:M4.737SeniorNotesDue2046OfBakerHughesHoldingsLlcAndBakerHughesCoObligorInc1Member 2026-05-19 2026-05-19
 
 
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): May 19, 2026
 
 

Baker Hughes Company
(Exact name of registrant as specified in charter)
 
 

 

Delaware
 
1-38143
 
81-4403168

(State of Incorporation)
 
(Commission
File No.)

 
(I.R.S. Employer
Identification No.)

 

575 N. Dairy Ashford Rd. , Suite 100
 

Houston , Texas
 
77079-1121

(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (713) 439-8600
Not Applicable
(former name or former address, if changed since last report)
 
 

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:
 

☐
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

 
Name of each exchange
on which registered

Class A Common Stock, par value $0.0001 per share
 
BKR
 
The Nasdaq Stock Market LLC

3.226% Senior Notes due 2030 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.
 
BKR30
 
The Nasdaq Stock Market LLC

3.812% Senior Notes due 2034 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.
 
BKR34
 
The Nasdaq Stock Market LLC

4.193% Senior Notes due 2038 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.
 
BKR38
 
The Nasdaq Stock Market LLC

5.125% Senior Notes due 2040 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.
 
BKR40
 
The Nasdaq Stock Market LLC

4.737% Senior Notes due 2046 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.
 
BKR46
 
The Nasdaq Stock Market LLC
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Baker Hughes Company (the “Company”) held on May 19, 2026, the Company’s stockholders voted to approve both the Baker Hughes Company 2026 Long-Term Incentive Plan (the “2026 LTIP”) and the Second Amended and Restated Baker Hughes Company Employee Stock Purchase Plan (the “ESPP”), in order to, among other things, enable the Company to continue to attract and retain employees and non-employee directors by providing stock-based and cash-based incentive compensation, promote a pay-for-performance linkage, align the interests of participants with those of the Company’s stockholders, and encourage proprietary interests in the Company by enabling employees to acquire Company shares. The 2026 LTIP provides for a share reserve of 9,500,000 new shares of Class A common stock (the “Common Stock”), plus the number of shares that remained available for future awards under the Baker Hughes Company 2021 Long-Term Incentive Plan as of March 16, 2026, less one share for every one share granted thereunder after such date. The ESPP, as amended and restated, increases the number of shares of Common Stock available for issuance under the ESPP by 9,500,000 shares, for an aggregate of 14,408,532 shares reserved for issuance thereunder.
Summaries of the 2026 LTIP and the ESPP are set forth in Proposal 4 and Proposal 5, respectively, to the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2026, which summaries are incorporated by reference herein. The above summaries and description of the 2026 LTIP and ESPP do not purport to be complete and are qualified in their entirety by reference to the 2026 LTIP and ESPP, which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 

Item 5.07
Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 19, 2026 to (i) elect ten members to the Board of Directors of the Company (the “Board”) to serve for a one-year term, (ii) vote on an advisory vote related to the Company’s executive compensation program, (iii) vote on the ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026, (iv) vote to approve the 2026 LTIP and (v) vote to approve the ESPP. Each director nominated was elected, the Company’s executive compensation program was approved on an advisory basis, KPMG LLP was ratified as the Company’s independent registered public accounting firm for fiscal year 2026, the 2026 LTIP was approved and the ESPP was approved.
As of March 23, 2026, the record date, there were 991,757,347 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. There were 911,637,899 shares of Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum.
The number of votes for, against, abstentions and broker non-votes for the election of each director was as follows:
 

Name

  
Number of Votes
FOR
  
Number of Votes
AGAINST
  
Abstain
Votes
  
Broker Non-Votes

Abdulaziz M. Al Gudaimi

  
854,306,572
  
17,701,248
  
270,630
  
39,359,448

W. Geoffrey Beattie

  
842,468,610
  
29,540,471
  
269,370
  
39,359,448

Gregory D. Brenneman

  
843,547,304
  
28,465,424
  
265,723
  
39,359,448

Cynthia B. Carroll

  
833,103,858
  
38,922,232
  
252,361
  
39,359,448

Michael R. Dumais

  
787,613,327
  
82,469,395
  
2,195,728
  
39,359,448

Shirley A. Edwards

  
855,341,348
  
16,683,467
  
253,637
  
39,359,448

Ilham Kadri

  
860,289,867
  
11,720,056
  
268,527
  
39,359,448

John G. Rice

  
841,822,547
  
30,205,150
  
250,753
  
39,359,448

Lorenzo Simonelli

  
813,774,452
  
58,270,930
  
233,069
  
39,359,448

Mohsen M. Sohi

  
841,335,630
  
30,672,697
  
270,124
  
39,359,448

 

The number of votes for, against, abstentions and broker non-votes with respect to the advisory vote related to the Company’s executive compensation program was as follows:
 

Number of Votes
FOR

 
Number of Votes
AGAINST

 
Abstain
Votes

 
Broker Non-Votes

806,679,306
 
62,794,771
 
2,804,374
 
39,359,448

The number of votes for, against, abstentions and broker non-votes with respect to the ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was as follows:
 

Number of Votes
FOR

 
Number of Votes
AGAINST

 
Abstain
Votes

 
Broker Non-Votes

907,322,622
 
3,941,384
 
373,892
 
— 

The number of votes for, against, abstentions and broker non-votes with respect to the approval of the 2026 LTIP was as follows:
 

Number of Votes
FOR

 
Number of Votes
AGAINST

 
Abstain
Votes

 
Broker Non-Votes

845,905,226
 
23,928,446
 
2,444,779
 
39,359,448

The number of votes for, against, abstentions and broker non-votes with respect to the approval of the ESPP was as follows:
 

Number of Votes
FOR

 
Number of Votes
AGAINST

 
Abstain
Votes

 
Broker Non-Votes

870,284,234
 
1,720,741
 
273,476
 
39,359,448

 

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit
No.
  
Description

10.1
  
Baker Hughes Company 2026 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the Commission on May 19, 2026 (File No. 333-296021))

10.2
  
Second Amended and Restated Baker Hughes Company Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the Commission on May 19, 2026 (File No. 333-296021))

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE
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.
 

 

 

 
BAKER HUGHES COMPANY

Date: May 19, 2026
 

 
By:
 
/s/ Fernando Contreras

 

 

 
Fernando Contreras
Vice President, Chief Compliance Officer and Corporate Secretary