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DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


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¨						Filed by a Party other than the Registrant

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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

BAKER HUGHES COMPANY

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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			Letter to our shareholders

Lorenzo Simonelli Chairman, President, and CEO			On behalf of the Board of Directors and the leadership of Baker Hughes Company, I want to thank you for your investment. It is my privilege to serve as Chairman, President, and Chief Executive Officer, and I appreciate the responsibility and trust placed in me to help shape this great Company for continued success in the future. 2021 was a year of action, focus, and collaboration for Baker Hughes as we accelerated our strategy and execution. Like many companies, we continued to navigate the effects of the COVID-19 pandemic and broader supply chain challenges. At the same time, we delivered improved performance, stronger returns, and more efficient operations. Some examples of our strategy in action include: •Continuing to drive digital transformation through remote operations with customers in multiple regions, including deploying the largest remote operations solution in Baker Hughes’ history across Aramco’s entire drilling operation encompassing more than 200 sites. •Strengthening our industrial asset management capabilities with the acquisitions of ARMS Reliability, and investment in Augury, an industrial machine health provider. •Realizing the first wave of commercial success from our energy transition efforts, generating approximately $250 million in new energy orders, and establishing new investments and collaborations in the strategic growth areas of hydrogen, Carbon Capture, Usage and Storage ("CCUS"), and clean, integrated power. The push for a net-zero world continues to intensify. We provide proven technologies to help our customers as they progress towards their own net-zero objectives. To further support our energy transition strategy, we began to align the Company across two broad business areas: Oilfield Services and Equipment ("OFSE") and Industrial Energy Technology ("IET"). These two business areas have differing growth trajectories that will require their own unique approach to operations. We believe that focusing on these two business areas will better position the Company by enhancing our flexibility, improving commercial and operational execution, and providing long-term optionality. Guided by our purpose, we are accelerating our strategy to fully capitalize on the opportunities that lie ahead, drive increased shareholder value, and build a world-class energy technology company. We will support this path through clear execution, a strong ethics and compliance culture, fostering a diverse and inclusive workforce, and continuously improving our Health, Safety, and Environmental performance. We ask for your voting support for the items described in this proxy statement so we can continue this important work. We are fortunate to be guided by a forward-thinking and engaged Board of Directors. Since our last shareholders meeting, we have welcomed Michael R. Dumais to the board. On behalf of Baker Hughes, I extend my most sincere thanks to Clarence P. Cazalot, Jr., who is stepping down from the board after more than 20 years of valuable service to Baker Hughes Incorporated and Baker Hughes Company. I want to thank our customers, employees, and shareholders for their support. Our results and the actions we are taking position us for continued growth in 2022 and beyond, as we help to build a more prosperous and sustainable world. I look forward to another year of taking energy forward.

Notice of 2022 Annual Meeting

of Shareholders

When:

May 17, 2022
9:00 a.m. CDT *

Virtual Meeting Access:

To attend, register by May 11, 2022 at 5:00 p.m. EDT at

www.proxydocs.com/bakerhughes

How to vote in advance

Even if you plan to attend the meeting via live webcast, we urge you to vote in advance using one of these voting methods:

Agenda

Registered holders
1-855-658-0965

Beneficial holders
Follow instructions provided by your broker, bank, or other nominee

Proposal 1

The election of directors

Proposal 2

An advisory vote related to the Company’s executive compensation program

Proposal 3

The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022

Registered holders
www.proxypush.com/bakerhughes

Beneficial holders

Follow instructions provided by your broker, bank, or other nominee

Such other business as may properly come before the meeting and any reconvened meeting after an adjournment thereof

Record date

Mail your signed proxy card or voting instruction to the address listed on the envelope

The Board of Directors of Baker Hughes Company (the “Company,” “Baker Hughes,” “we,” “us” or “our”) has fixed March 21, 2022 as the record date for determining the shareholders of the Company entitled to notice of, and to vote at the meeting and any reconvened meeting after an adjournment thereof, and only holders of Class A Common Stock and Class B Common Stock of the Company (collectively, the "Common Stock") of record at the close of business on that date will be entitled to notice of, and to vote at the meeting and any reconvened meeting after an adjournment.

Proxy voting

You are invited to attend the meeting via live webcast. Whether or not you plan to attend the live webcast, we urge you to promptly vote your shares by telephone, by the Internet, or if this proxy statement (“Proxy Statement”) was mailed to you, by completing, signing, dating, and returning it as soon as possible in the enclosed postage prepaid envelope in order that your vote may be cast at the Annual Meeting of the Shareholders (the “Annual Meeting”). You may revoke your proxy any time prior to its exercise, and you may vote at the live webcast, even if you have previously returned your proxy.

By order of the Board of Directors,

Lee Whitley

Vice President and Corporate Secretary

Houston, Texas, April 1, 2022

Who can vote:

Holders of Baker Hughes Class A Common Stock and Class B Common Stock at the close of business on March 21, 2022

Virtual Meeting Access:

To attend, register by May 11, 2022 at 5:00 p.m. EDT at www.proxydocs.com/bakerhughes

Date of mailing

A Notice of Internet Availability of Proxy Materials will be mailed on or about April 7, 2022

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 17, 2022

Baker Hughes 2022 Proxy Statement and 2021 Annual Report are available on the Internet:

Registered holders
www.proxydocs.com/bakerhughes

Beneficial holders
Follow instructions provided by your broker, bank, or other nominee

* It is possible that an adjournment or postponement may be necessary due to a national emergency that makes us unable to hold the meeting on the date as planned.

Table of contents


Proxy Statement Summary			1
Proposal No. 1 Election of Directors			6
Corporate Governance			15
Ownership Structure			15
Board Attendance			15
Director Independence			16
The Board’s Leadership Structure			16
Committees of the Board			17
Risk Oversight			18
CEO and Senior Management Succession Planning			20
Shareholder Engagement			20
Shareholder Communications with the Board			21
Code of Conduct			21
Director Compensation			22
Stock Ownership			24
Charitable Contributions			25
Certain Relationships and Related Party Transactions			26
Executive Compensation			27
Compensation Discussion and Analysis			28
Executive Summary			28
Total Direct Compensation for NEOs			31
Other Elements of Compensation			36
Decision-Making Process and Key Inputs			37
Additional Compensation Program Features and Policies			39
Human Capital and Compensation Committee Report

SEC Form DEF 14A filed by Baker Hughes Company