Current Report Filing (8-k)
January 26 2018 - 3:55PM
Edgar (US Regulatory)
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): January 22, 2018
BAKER HUGHES, A GE
COMPANY
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BAKER HUGHES, A GE
COMPANY, 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
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Houston, Texas 77073
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January
22, 2018, the Compensation Committee of Baker Hughes, a GE company (the “Company”) approved grants of equity
incentive awards to members of the Company’s executive leadership team and other employees under the Company’s
2017 Long-Term Incentive Plan and individual award agreements. Awards granted to the executive leadership team, including Lorenzo Simonelli, President & Chief Executive Officer, Brian Worrell, Chief
Financial Officer, and Derek Mathieson, Chief Marketing and Technology Officer, consist 50% of
performance share units (“PSUs”), 25% of restricted stock units (“RSUs”) and 25% of stock
options.
The introduction
of PSUs advances the Company’s commitment to performance-based compensation by providing executives with an opportunity to
earn compensation based on achievement of pre-established performance goals and
further strengthening
the link between our executives’ compensation and shareholder value creation. When combined with the stock options, which
only have value to the extent that our share price increases, 75% of these awards are performance-based.
The PSU awards
consist 50% of total shareholder return (“TSR”) PSUs and 50% of return on invested capital (“ROIC”) PSUs.
The awards are earned based on the Company’s TSR or ROIC performance over the three-year period ending December 31, 2020
as ranked against the TSR or ROIC performance of a peer group consisting of the companies in the PHLX Oil Service Sector index
plus TechnipFMC plc. The PSUs may be earned between 0% and 150% of target.
No PSUs are earned
unless the Company’s performance ranks at least at the 25
th
percentile of TSR or ROIC compared to the peers. The
TSR PSUs are subject to two additional limitations on payout: if the Company’s TSR is negative, the number of PSUs earned
is capped at 100% of target; and if the value of the shares as of the last day of the performance period that are otherwise deliverable
based on performance exceeds 5 times the value of the shares as of the grant date, the number of shares delivered is reduced to
the number of shares equal to this 5-times value. In addition, the TSR PSUs are not eligible for dividend equivalents.
To earn the PSUs,
the executive generally must remain employed through the last day of the performance period, with the service requirement deemed
attained on specified terminations of employment. On a change in control (as defined in the award agreements), the performance
condition is deemed attained at target, and the PSUs remain subject to the service requirement.
The description
of the PSUs contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text
of the award agreements. Copies of the forms of award agreements for the PSUs will be filed as exhibits
to the Company’s Annual Report on Form 10-K for the year ending December 31, 2017.
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.
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BAKER HUGHES, A GE COMPANY
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Dated: January 26, 2018
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By:
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/s/ Lee Whitley
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Lee Whitley
Corporate Secretary
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BAKER HUGHES, A GE COMPANY, LLC
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Dated: January 26, 2018
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By:
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/s/ Lee Whitley
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Lee Whitley
Corporate Secretary
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