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 3, 2019

 

 

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Exact name of registrant as specified in its charter)

 

 

 

Curaçao		1-4601		52-0684746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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)

Registrant’s 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):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.07

Submission of Matters to a Vote of Security Holders.

The 2019 Annual General Meeting of Stockholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“Schlumberger”), was held on April 3, 2019. At the Annual Meeting, the stockholders of Schlumberger:

 

•

Item 1—elected all 10 director nominees;

 

•

Item 2—approved, on an advisory basis, Schlumberger’s executive compensation;

 

•

Item 3—approved Schlumberger’s consolidated balance sheet as at December 31, 2018, its consolidated statement of income for the year ended December 31, 2018, and the declarations of dividends by Schlumberger’s Board of Directors in 2018 as reflected in its 2018 Annual Report to Stockholders;

 

•

Item 4—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2019; and

 

•

Item 5—approved the amended and restated 2004 Stock and Deferral Plan for Non-Employee Directors.

The proposals are described in detail in Schlumberger’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on February 21, 2019 (the “Definitive Proxy Statement”).

The results are as follows:

Item 1—Election of Directors

All director nominees were elected at the Annual Meeting.

 

		For		Against		Abstain		Broker Non-votes
Peter L.S. Currie		1,003,382,418		16,771,838		9,660,081		130,628,628
Miguel M. Galuccio		1,014,136,779		14,831,771		845,787		130,628,628
Paal Kibsgaard		996,850,571		31,572,454		1,391,312		130,628,628
Nikolay Kudryavtsev		1,019,007,271		9,860,522		946,544		130,628,628
Tatiana A. Mitrova		1,026,191,589		2,718,203		904,545		130,628,628
Indra K. Nooyi		1,011,608,002		17,393,827		812,508		130,628,628
Lubna S. Olayan		1,023,305,476		5,425,773		1,083,088		130,628,628
Mark G. Papa		1,015,042,758		13,863,176		908,403		130,628,628
Leo Rafael Reif		1,008,614,749		20,355,788		843,800		130,628,628
Henri Seydoux		1,010,059,629		18,869,814		884,894		130,628,628

Item 2—Advisory Resolution to Approve Executive Compensation

The advisory resolution to approve Schlumberger’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 95.8% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.

 

For		Against		Abstain		Broker Non-votes
983,322,516		43,278,364		3,213,457		130,628,628

Item 3—Financial Statements and Dividends

The proposal to approve Schlumberger’s consolidated balance sheet as at December 31, 2018, its consolidated statement of income for the year ended December 31, 2018, and the declarations of dividends by Schlumberger’s Board of Directors in 2018 as reflected in its 2018 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.

 

For		Against		Abstain		Broker Non-votes
1,154,661,404		2,286,111		3,495,450		0

Item 4—Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2019, as described in the Definitive Proxy Statement, was approved with approximately 97.3% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
1,128,194,550		30,986,505		1,261,910		0

Item 5—2004 Stock and Deferral Plan for Non-Employee Directors

The proposal to approve the amended and restated 2004 Stock and Deferral Plan for Non-Employee Directors, as described in the Definitive Proxy Statement, was approved with approximately 97.0% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
998,967,870		28,694,132		2,152,335		130,628,628

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

10.1		Amended and Restated 2004 Stock and Deferral Plan for Non-Employee Directors, as amended and restated effective January 17, 2019.

SIGNATURES

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.

 

Date: April 3, 2019