Current Report Filing (8-k)
April 04 2018 - 4:19PM
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): April 4, 2018
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
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Curaçao
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1-4601
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52-0684746
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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42, rue Saint-Dominique, Paris, France 75007
5599 San Felipe, Houston, Texas, U.S.A. 77056
62 Buckingham Gate, London, United Kingdom SW1E 6AJ
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrants telephone number in the United States, including area code:
(713) 513-2000
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 (
see
General Instruction A.2. below):
☐
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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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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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.
(e)
Amended and Restated French Sub Plan for Restricted Units
The stockholders of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (Schlumberger), approved
Schlumbergers amended and restated French Sub Plan for Restricted Units (as amended and restated, the French Sub Plan) at the 2018 Annual General Meeting of Stockholders of Schlumberger held on April 4, 2018 (the Annual
Meeting). The French Sub Plan is a single sub plan established under the Schlumberger 2010 Omnibus Stock Incentive Plan (the 2010 Plan), the Schlumberger 2013 Omnibus Stock Incentive Plan (the 2013 Plan) and the
Schlumberger 2017 Omnibus Stock Incentive Plan (the 2017 Plan, and together with the 2010 Plan and the 2013 Plan, the Omnibus Plans).
Stockholder approval of the French Sub Plan is designed to qualify under the
so-called
2018
Finance Law in France, so that restricted stock units and performance stock units that Schlumberger grants under the French Sub Plan to individuals who are subject to taxation under French law (including certain grants previously approved by
the Compensation Committee of Schlumbergers Board of Directors) may qualify as Free Share Grants, which are subject to more favorable tax treatment. The foregoing description of the French Sub Plan is qualified in its entirety by
reference to the text of the French Sub Plan, which is incorporated herein by reference as Exhibit 10.1 hereto.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the Annual
Meeting, the stockholders of Schlumberger:
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Item 1elected all 11 director nominees;
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Item 2approved, on an advisory basis, Schlumbergers executive compensation;
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Item 3approved Schlumbergers consolidated balance sheet as at December 31, 2017, its consolidated statement of income for the year ended December 31, 2017, and the declarations of dividends by
Schlumbergers Board of Directors in 2017 as reflected in its 2017 Annual Report to Stockholders;
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Item 4ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2018; and
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Item 5approved the amended and restated French Sub Plan for purposes of qualification under French laws.
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The proposals are described in detail in Schlumbergers definitive proxy statement for the Annual Meeting, which was filed with the SEC
on March 2, 2018 (the Definitive Proxy Statement).
The results are as follows:
Item 1Election of Directors
All director nominees were elected at the Annual Meeting.
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For
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Against
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Abstain
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Broker
Non-votes
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Peter L.S. Currie
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1,042,693,560
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22,447,512
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4,793,475
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101,669,099
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Miguel M. Galuccio
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1,059,847,750
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9,269,207
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817,590
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101,669,099
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V. Maureen Kempston Darkes
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1,056,493,145
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11,383,693
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2,057,709
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101,669,099
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Paal Kibsgaard
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1,051,443,987
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17,180,852
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1,309,708
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101,669,099
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Nikolay Kudryavtsev
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1,055,226,189
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13,707,642
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1,000,716
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101,669,099
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Helge Lund
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1,063,560,047
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4,440,737
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1,933,763
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101,669,099
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Michael E. Marks
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1,044,378,031
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24,626,767
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929,749
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101,669,099
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Indra K. Nooyi
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1,031,172,154
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36,791,919
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1,970,474
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101,669,099
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Lubna S. Olayan
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1,054,010,118
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13,007,175
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2,917,254
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101,669,099
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Leo Rafael Reif
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1,038,882,891
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30,133,333
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918,323
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101,669,099
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Henri Seydoux
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1,059,734,797
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8,151,482
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2,048,268
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101,669,099
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Item 2Advisory Resolution to Approve Executive Compensation
The advisory resolution to approve Schlumbergers executive compensation, as described in the Definitive Proxy Statement, was approved
with approximately 66.2% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
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For
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Against
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Abstain
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Broker
Non-votes
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669,398,218
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342,143,502
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58,392,827
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101,669,099
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Item 3Financial Statements and Dividends
The proposal to approve Schlumbergers consolidated balance sheet as at December 31, 2017, its consolidated statement of income for
the year ended December 31, 2017, and the declarations of dividends by Schlumbergers Board of Directors in 2017 as reflected in its 2017 Annual Report to Stockholders, as described in the Definitive Proxy Statement, was approved with
approximately 99.8% of the votes cast at the Annual Meeting voting for the proposal.
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For
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Against
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Abstain
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Broker
Non-votes
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1,163,791,392
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2,599,072
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5,213,182
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0
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Item 4Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2018, as described in the
Definitive Proxy Statement, was approved with approximately 97.9% of the votes cast at the Annual Meeting voting for the proposal.
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For
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Against
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Abstain
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Broker
Non-votes
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1,145,795,084
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24,527,023
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1,281,539
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0
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Item 5 Adoption of Amended and restated French Sub Plan
The proposal to approve Schlumbergers French Sub Plan under its Omnibus Plans for purposes of qualification under French law, as
described in the Definitive Proxy Statement, was approved with approximately 97.4% of the votes cast at the Annual Meeting voting for the proposal.
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For
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Against
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Abstain
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Broker
Non-votes
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1,042,019,171
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25,997,147
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1,918,229
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101,669,099
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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SCHLUMBERGER N.V.
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(SCHLUMBERGER LIMITED)
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By:
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/s/ Saul R. Laureles
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Saul R. Laureles
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Assistant Secretary
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Date: April 4, 2018
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