Current Report Filing (8-k)
April 30 2020 - 6:01AM
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2020-04-28
2020-04-28
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2020-04-28
2020-04-28
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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 28, 2020
BAKER HUGHES COMPANY
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BAKER HUGHES HOLDINGS LLC
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(Exact name of registrant as specified in its charter)
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Delaware
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1-38143
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81-4403168
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Delaware
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1-09397
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76-0207995
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification
No.)
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification
No.)
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17021 Aldine Westfield Road
Houston, Texas 77073
Registrant’s telephone number,
including area code: (713) 439-8600
(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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act: Title of each class Trading Name of each exchange on which registered
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share
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BKR
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New York Stock Exchange
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5.125% Senior Notes due 2040
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-
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New York Stock Exchange
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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.
Baker Hughes Company (the “Company”) has entered
into a letter agreement, dated April 28, 2020, with Derek Mathieson, pursuant to which Mr. Mathieson and the Company mutually agreed
as to the terms of his departure from his position as Chief Marketing and Technology Officer of the Company and all other officer
positions with the Company and its subsidiaries, effective May 31, 2020.
In accordance with the terms of his stay and win award
letter entered into in connection with the business combination of the oil and gas business of General Electric Company and
Baker Hughes Incorporated, after his employment ends, Mr. Mathieson will be entitled to specified payments and benefits on
the same basis as if his employment were terminated without cause, including accelerated vesting of outstanding equity awards
granted in connection with the business combination. Mr. Mathieson’s other outstanding equity awards will be treated in
accordance with the terms of his award agreements.
Pursuant to the letter agreement, Mr. Mathieson affirmed certain
contractual obligations he has to the Company, including cooperation and assistance, confidentiality, non-disparagement, non-competition
and non-solicitation, which will remain in effect for specified periods following his employment.
The foregoing description of the letter agreement does not purport
to be complete and is qualified in its entirety by reference to the text of the letter agreement, which is furnished with this
Form 8-K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Description
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10.1
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Letter Agreement, dated April 28, 2020, between Baker Hughes Company and Derek Mathieson.
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101.SCH*
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Inline XBRL Schema Document
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101.CAL*
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Inline XBRL Calculation Linkbase Document
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101.LAB*
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Inline XBRL Label Linkbase Document
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101.PRE*
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Inline XBRL Presentation Linkbase Document
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101.DEF*
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Inline XBRL Definition Linkbase Document
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104*
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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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BAKER HUGHES COMPANY
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Date:
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April 29, 2020
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By:
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/s/ Lee Whitley
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Name:
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Lee Whitley
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Title:
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Corporate Secretary
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BAKER HUGHES HOLDINGS LLC
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Date:
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April 29, 2020
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By:
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/s/ Lee Whitley
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Name:
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Lee Whitley
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Title:
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Corporate Secretary
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