Proxy Statement - Other Information (preliminary) (pre 14c)
September 16 2019 - 5:27PM
Edgar (US Regulatory)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
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Definitive Information Statement
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Baker Hughes, a GE company
(Name of Registrant as Specified in its
Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
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(1) Title
of each class of securities to which transaction applies: N/A.
(2) Aggregate
number of securities to which transaction applies: N/A.
(3) Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): N/A.
(4) Proposed
maximum aggregate value of transaction: N/A.
(5) Total
fee paid: N/A.
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.
(1) Amount
Previously Paid: $0.
(2) Form,
Schedule or Registration Statement No.: N/A
(3) Filing
Party: N/A
(4) Date
Filed: N/A
Contact Person:
Lee Whitley
17021 Aldine Westfield Road
Houston, Texas 77073
Tel: (713) 439-8600
Baker Hughes, a GE company
17021 Aldine Westfield Road
Houston, Texas 77073
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
Introduction
This Information Statement is being furnished
by Baker Hughes, a GE company, a Delaware corporation (the “Company,” “we,” “our,” “us”
or words of similar import), to our shareholders regarding an amendment to our Amended and Restated Certificate of Incorporation
(the “Certificate of Incorporation”). The amendment would amend Article I of our Certificate of Incorporation to change
our name from “Baker Hughes, a GE company” to “Baker Hughes Company.”
The amendment to our Certificate of Incorporation
was unanimously adopted by our Board of Directors (the “Board”) and was adopted by written consent by our majority
stockholder, General Electric Company and certain of its subsidiaries (collectively, “GE”), which beneficially owns
521,543,095 shares of our Class B common stock or approximately 100% of our Class B common stock, which is 50.2% of our outstanding
voting securities on a combined basis, effective September 11, 2019. No other votes were required or necessary to adopt the amendment
to our Certificate of Incorporation, and none is being solicited hereunder. See the captions “Voting Securities and Principal
Holders Thereof” and “Vote Required for Approval,” herein.
The amendment to our Certificate of Incorporation
is the only matter covered by this Information Statement.
Approximate Date of Mailing
September 26, 2019.
Reasons for the Adoption of the Amendment to our Amended
and Restated Certificate of Incorporation
The reason for the change in our name is
to better reflect our current and intended principal business operations. On September 16, 2019, we announced the closing of (i)
the sale of our Class A common stock in a registered public offering by GE and (ii) the repurchase of our Class B common stock
in a privately negotiated transaction by us from GE (together, the “Transactions”). As a result of the Transactions,
GE ceased to own more than fifty percent (50%) of the voting power of our outstanding common stock (the “Trigger Date”),
consistent with their previously announced intention for a full separation from BHGE in an orderly fashion over the next two to
three years. The name change has also been effected in order to comply with applicable provision of the Amended and Restated Trademark
License Agreement, between GE and Baker Hughes, a GE company, LLC, dated November 13, 2018, in connection with the occurrence of
the Trigger Date.
Dissenters’ Rights
There are no dissenters’ rights applicable
with respect to this amendment to our Certificate of Incorporation.
Interest of Certain Persons in Matters to be Acted Upon
Except for certain of our directors in
their capacity as affiliates and Board appointees of GE, no director, executive officer, nominee for election as a director, associate
of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the amendment to our Certificate of Incorporation, which is not shared by all other shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF
Voting Securities
The securities that would have been entitled
to vote if a meeting was required to have been held regarding the amendment to our Certificate of Incorporation consist of shares
of our Class A common stock and Class B common stock (together, “common stock”). Each share of our common stock is
entitled to one vote on a combined basis except otherwise provided by law. The number of outstanding shares of our Class A common
stock and Class B common stock at the close of business on September 11, 2019, the record date of the written consent by GE with
respect to this amendment, was 516,890,143 and 521,543,095 shares, respectively.
Security Ownership of Principal Holders and Management
The following table sets forth certain
information as of September 11, 2019, regarding the current beneficial ownership of the shares of our common stock by: (i) each
person known by us to own more than 5% of the outstanding shares of our common stock; (ii) each of our executive officers and directors;
and (iii) all of our executive officers and directors as a group. Except as noted, each person has sole voting and sole investment
or dispositive power with respect to the shares reflected herein. The address for all executive officers and directors listed below
is 17021 Aldine Westfield Road Houston, Texas 77073, which is our principal executive office address. The information presented
is based upon 1,038,433,238 outstanding shares of our common stock.
Beneficial Owners
Name and Address
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Title of Class
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Shares
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Percent of Class
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Percent of Total Shares Outstanding
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General Electric Company(1)
33-41 Farnsworth Street
Boston, MA 02210
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Class B common stock
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521,543,095
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100
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%
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50.2
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%
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Capital World Investors(2)
333 South Hope Street
Los Angeles, CA 90071
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Class A common stock
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60,204,836
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11.6
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%
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5.8
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%
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Dodge & Cox(3)
555 California Street, 40th Floor
San Francisco, CA 94104
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Class A common stock
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54,838,110
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10.6
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%
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5.3
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%
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The Vanguard Group(4)
100 Vanguard Blvd.
Malvern, PA 19355
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Class A common stock
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47,347,612
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9.2
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%
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4.6
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%
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FMR LLC(5)
245 Summer Street
Boston,
MA 02210
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Class A common stock
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36,476,703
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7.1
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%
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3.5
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%
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BlackRock Inc.(6)
55 East 52nd Street
New York, NY 10055
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Class A common stock
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35,009,945
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6.8
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%
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3.4
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%
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Security Ownership of Executive Officers
and Directors
Name
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Class A Shares Owned as of March 15, 2019
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Class A Shares Subject to Options and RSUs Which are or will Become Exercisable or Vested Prior to May 14, 2019
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Total Beneficial Ownership as of March 15, 2019
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% of Class(7)
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W. Geoffrey Beattie
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12,217
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-
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12,217
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-
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Gregory D. Brenneman
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101,842
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-
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101,842
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-
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Clarence P. Cazalot, Jr.
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43,894
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13,142
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57,036
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-
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Martin S. Craighead
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510,058
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588,173
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1,098,231
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-
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Lynn L. Elsenhans
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28,816
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18,010
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46,826
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-
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Jamie S. Miller
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-
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Name
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Class A Shares Owned as of March 15, 2019
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Class A Shares Subject to Options and RSUs Which are or will Become Exercisable or Vested Prior to May 14, 2019
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Total Beneficial Ownership as of March 15, 2019
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% of Class(7)
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James J. Mulva
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5,380
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-
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5,380
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-
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John G. Rice
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5,000
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-
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5,000
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-
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Lorenzo Simonelli
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61,647
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191,502
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253,149
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-
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Brian Worrell
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26,735
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49,404
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76,139
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-
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Roderick Christie
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12,316
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28,231
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40,547
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-
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Maria Claudia Borras
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18,405
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38,279
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56,684
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-
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Derek Mathieson
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102,627
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120,037
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222,664
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-
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All directors and executive officers as a group
(17
persons)(8)
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989,665
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1,173,115
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2,162,780
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-
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(1)
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The number of shares is based on a Schedule 13D/A filed with the SEC on August 2, 2019. According to the filing, General Electric
Company directly owns 23,369,778 shares and 498,173,317 shares are owned by General Electric Company’s wholly-owned subsidiaries.
According to the Schedule 13D/A filed with the SEC on August 2, 2019 and assuming the exchange of all Class B common stock into
Class A common stock (for a total of 1,038,433,238 shares of Class A common stock on a fully exchanged basis), (i) General Electric
Company has sole voting power over 23,369,778 shares and sole dispositive power over all such shares, and shared voting power over
498,173,317 shares and shared dispositive power over all such shares, (ii) GE Investments, Inc. has shared voting power over 5,403,956
shares and shared dispositive power over all such shares, (iii) GE Oil & Gas US Holdings IV, Inc. has shared voting power over
48,896,204 shares and shared dispositive power over all such shares, (iv) GE Holdings (US), Inc. has shared voting power over 5,403,946
shares and shared dispositive power over all such shares and (v) GE Oil & Gas US Holdings I, Inc. has shared voting power over
443,873,157 shares and shared dispositive power over all such shares.
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(2)
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The number of shares is based on the Schedule 13G filed with the SEC on February 14, 2019. According to the filing, (i) Capital
World Investors has sole power to vote 60,154,116 shares and does not share power to vote any of the shares and (ii) sole power
to dispose of 60,204,836 shares and does not share power to dispose of any of the shares. Capital World Investors divisions of
CRMC and Capital International Limited collectively provide investment management services under the name Capital World Investors.
Capital World Investors is deemed to be the beneficial owner of 60,204,836 shares or 11.6% of the Company’s Class A common
stock.
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(3)
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The number of shares is based on the Schedule 13G filed with the SEC on January 10, 2019. According to the filing, (i) Dodge
& Cox has sole power to vote 52,444,747 shares and does not share power to vote any of the shares and (ii) sole power to dispose
of 54,838,110 shares and does not share power to dispose of any of the shares. Dodge & Cox Stock Fund, an investment company
registered under the Investment Company Act of 1940, has an interest of 36,084,952 shares, or 7%, of the Company’s Class
A common stock.
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(4)
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The number of shares is based on the Schedule 13G filed with the SEC on February 11, 2019. According to the filing, (i) the
Vanguard Group has sole power to vote 606,602 shares and shared power to vote 96,594 shares and sole power to dispose of 46,655,512
shares and shared power to dispose of 692,100 shares, (ii) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard
Group, Inc., is the beneficial owner of 434,599 shares or 0.08% of the Class A common stock of the Company, and (iii) Vanguard
Investments Australia Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 422,935 shares or
0.08% of the Class A common stock of the Company.
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(5)
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The number of shares is based on the Schedule 13G dated February 13, 2019 and filed with the SEC by FMR LLC. According to the
filing, (i) FMR LLC has sole power to vote 4,220,841 shares and does not share power to vote any of the shares and (ii) sole power
to dispose of 36,476,703 shares and does not share power to dispose of any of the shares.
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(6)
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The number of shares is based on the Schedule 13G/A filed on March 25, 2019. According to the filing, (i) BlackRock, Inc. has
sole power to vote 30,683,071 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 35,009,945
shares and does not share power to dispose of any of the shares.
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(7)
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No percent of class is shown for holdings of less than 1%.
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(8)
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The totals in this row include the named executive officers (NEOs), current directors and all Section 16 officers.
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VOTE REQUIRED FOR APPROVAL AND EFFECTIVE
DATE
Delaware Law
Section 242 of the Delaware General Corporation
Law (the “DGCL”) provides that every amendment to the Certificate of Incorporation of a corporation shall first be
adopted by the resolution of the Board of Directors and then be subject to the approval of persons owning a majority of the outstanding
securities of the Company entitled to vote on any such amendment. Section 228 provides that persons owning the required majority
of voting securities necessary to adopt any action that would otherwise be required to be submitted to a meeting of shareholders
may adopt such action without a meeting by written consent. Section 1.10(D) of Article I of our Bylaws also conforms to the provisions
of Section 228 of the DGCL, allowing shareholder approval by written consent in this situation.
Resolutions to effect the amendment were
unanimously adopted by our Board of Directors on August 2, 2019 and the written consent to effect the amendment by GE was entered
into on September 11, 2019. GE beneficially owns 50.2% of our outstanding voting securities on a combined basis. No other votes
or consents are required or necessary to effect the amendment to our Certificate of Incorporation.
NOTICE
THE MAJORITY STOCKHOLDER OF OUR COMPANY
HAS CONSENTED TO THE ADOPTION OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION BY OWNING IN EXCESS OF THE REQUIRED NUMBER OF
OUR OUTSTANDING VOTING SECURITIES TO ADOPT THE AMENDMENT UNDER DELAWARE LAW, AND HAS DONE SO. NO FURTHER CONSENTS, VOTES OR PROXIES
ARE NEEDED, AND NONE IS REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
Date: September 16, 2019
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By:
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/s/ Lee Whitley
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Name: Lee Whitley
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Title: Corporate Secretary
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