Information Statement - All Other (definitive) (def 14c)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

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☐ Preliminary Information Statement

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☒ Definitive Information Statement

Baker Hughes, a GE company

(Name of Registrant as Specified in its Charter)

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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 owned 521,543,095 shares of our Class B common stock or approximately 100% of our Class B common stock, which was 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.

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 the Company 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 one Board apointee 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	Title of Class	Shares		Percent of Class			Percent of Total Shares Outstanding
General Electric Company(1) 33-41 Farnsworth Street Boston, MA 02210	Class B common stock		521,543,095		100	%		50.2	%
Capital World Investors(2) 333 South Hope Street Los Angeles, CA 90071	Class A common stock		60,204,836		11.6	%		5.8	%
Dodge & Cox(3) 555 California Street, 40th Floor San Francisco, CA 94104	Class A common stock		54,838,110		10.6	%		5.3	%
The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355	Class A common stock		47,347,612		9.2	%		4.6	%
FMR LLC(5) 245 Summer Street Boston, MA 02210	Class A common stock		36,476,703		7.1	%		3.5	%
BlackRock Inc.(6) 55 East 52nd Street New York, NY 10055	Class A common stock		35,009,945		6.8	%		3.4	%

Security Ownership of Executive Officers and Directors

Name	Class A Shares Owned as of March 15, 2019		Class A Shares Subject to Options and RSUs Which are or will Become Exercisable or Vested Prior to May 14, 2019		Total Beneficial Ownership as of March 15, 2019		% of Class(7)
W. Geoffrey Beattie		12,217		-		12,217		-
Gregory D. Brenneman		101,842		-		101,842		-
Clarence P. Cazalot, Jr.		43,894		13,142		57,036		-
Martin S. Craighead		510,058		588,173		1,098,231		-
Lynn L. Elsenhans		28,816		18,010		46,826		-
Jamie S. Miller		-		-		-		-

Name	Class A Shares Owned as of March 15, 2019		Class A Shares Subject to Options and RSUs Which are or will Become Exercisable or Vested Prior to May 14, 2019		Total Beneficial Ownership as of March 15, 2019		% of Class(7)
James J. Mulva		5,380				5,380		-
John G. Rice		5,000		-		5,000		-
Lorenzo Simonelli		61,647		191,502		253,149		-
Brian Worrell		26,735		49,404		76,139		-
Roderick Christie		12,316		28,231		40,547
Maria Claudia Borras		18,405		38,279		56,684
Derek Mathieson		102,627		120,037		222,664		-
All directors and executive officers as a group (17 persons)(8)		989,665		1,173,115		2,162,780		-

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 owned 50.2% of our outstanding voting securities on a combined basis on September 11, 2019. No other votes or consents are required or necessary to effect the amendment to our Certificate of Incorporation.

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.