Item 8.01 Other Events.
Amendment to Stockholders Agreement
On October 2, 2017, Baker Hughes, a GE company (“BHGE”)
entered into an amendment (the “Amendment”) to the Stockholders Agreement between BHGE and General Electric Company
(“GE”) dated July 3, 2017 (the “Stockholders Agreement”). The Stockholders Agreement sets forth, among
other things, certain rights of GE and BHGE concerning the corporate governance of BHGE, transfer restrictions on common stock
of BHGE held by GE and its affiliates, restrictions on acquisitions of such common stock by GE and its affiliates or dispositions
of such common stock held by GE and its affiliates, preemptive rights and related party transactions. The Amendment amends certain
provisions of the Stockholders Agreement to reflect a reduction in the size of the board of directors of BHGE (the “Board”)
to nine members, comprised of five GE Designees and four Non-GE Directors (as such terms are defined in the Stockholders Agreement).
The foregoing descriptions of the Stockholders Agreement and
the Amendment are not complete descriptions thereof and are qualified in their entirety by reference to the full text of such agreements,
which are filed as Exhibits 10.1 and 10.2 hereto, respectively, to the Current Report on Form 8-K filed by BHGE on October 2, 2017.
Retirement of BHGE Directors; Appointment of Chair
Jeffrey R. Immelt, Chairman of the Board, has retired from the
Board, effective October 2, 2017. The Board has appointed Lorenzo Simonelli, Director, Chief Executive Officer and President of
BHGE, as the Chairman of the Board, effective immediately following Mr. Immelt’s retirement.
J. Larry Nichols, director of the Board and chairman of the
Board’s Conflicts Committee (a subcommittee of the Board’s Governance & Nominating Committee), has also retired
effective October 2, 2017. The Board has designated director Clarence P. Cazalot, Jr. to serve as chairman of the Board’s
Conflicts Committee effective immediately following Mr. Nichols’ retirement.
Lead Director; Director Committee Appointment
On October 2, 2017, the governance principles of BHGE were amended
to provide for the appointment and duties of a lead director of the Board. The Board elected director W. Geoffrey Beattie to serve
as lead director of the Board, effective October 2, 2017.
The Board also designated director Lynn L. Elsenhans to serve
on the Board’s Governance & Nominating Committee and the Conflicts Committee, effective October 2, 2017.
BHGE issued the press release attached hereto as Exhibit 99.1
on October 2, 2017, which is incorporated by reference herein.