Schedule 14A


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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.    )
Filed by the Registrant  x               
Filed by a Party other than the Registrant  ¨
Check the appropriate box

 

 

 

 

 

 

 

¨

 

Preliminary Proxy Statement

 

 

¨

 

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

 

 

x

 

Definitive Proxy Statement

 

 

¨

 

Definitive Additional Materials

 

 

¨

 

Soliciting Material Pursuant to §240.14a-12

 

BAKER HUGHES INCORPORATED

(Name of registrant as specified in its charter)

 

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

 

Payment of Filing Fee (Check the appropriate box):

 

 

x

 

No fee required.

 

 

¨

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

 

 

(1

)

 

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

(2

)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

(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):

 

 

 

 

 

 

 

 

 

(4

)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

(5

)

 

Total fee paid:

 

 

 

¨

 

Fee paid previously with preliminary materials.

 

 

¨

 

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 statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

(3)

 

Filing Party:

 

 

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

BAKER HUGHES INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 25, 2013

To the Stockholders of Baker Hughes Incorporated:
The Annual Meeting of the Stockholders of Baker Hughes Incorporated (the “Company,” “Baker Hughes,” “we,” “us” or “our”) will be held in the Plaza Banquet Room located at 2777 Allen Parkway, Houston, Texas on Thursday, April 25, 2013, at 9:00 a.m., Central Daylight Time, for the purpose of considering and voting on:


 

 

1.

The election of directors;




 

 

2.

An advisory vote related to the Company's executive compensation program;




 

 

3.

The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2013;




 

 

4.

An amendment to the Baker Hughes Incorporated Employee Stock Purchase Plan; and




 

 

5.

The approval of the material terms of the performance criteria for awards under the 2002 Director & Officer Long-Term Incentive Plan;     




 

 

6.

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

The Board of Directors has fixed February 27, 2013 as the record date for determining the stockholders 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 Common Stock of the Company of record at the close of business on that date will be entitled to notice of, and to vote at, that meeting or a reconvened meeting after an adjournment.
You are invited to attend the meeting in person. Whether or not you plan to attend in person, we urge you to promptly vote your shares by telephone, by the Internet or, if this 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. You may revoke your proxy any time prior to its exercise, and you may attend the meeting and vote in person, even if you have previously returned your proxy.
By order of the Board of Directors,



M. Lee Whitley

Corporate Secretary and Senior Corporate Counsel
Houston, Texas

March 14, 2013
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE (i) VOTE YOUR SHARES BY TELEPHONE OR THE INTERNET, OR (ii) IF YOU RECEIVED A PAPER COPY, THEN SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.


PROXY STATEMENT

TABLE OF CONTENTS


 

 

 

Proxy Statement

1

Voting Securities

2

Proposal No. 1 Election of Directors

4

Corporate Governance

7

Security Ownership of Management

12

Charitable Contributions

13

Section 16(a) Beneficial Ownership Reporting Compliance

13

Certain Relationships and Related Transactions

13

Compensation Discussion and Analysis

14

Summary Compensation Table

33

Grants of Plan-Based Awards

35

Outstanding Equity Awards at Fiscal Year-End

37

Option Exercises and Stock Vested

39

Pension Benefits

39

Nonqualified Deferred Compensation

40

Potential Payments Upon Termination or Change in Control

41

Compensation Committee Report

48

Compensation Committee Interlocks and Insider Participation

48

Equity Compensation Plan Information

48

Director Compensation

49

Proposal No. 2 Advisory Vote on Executive Compensation

51

Audit/Ethics Committee Report

52

Fees Paid to Deloitte & Touche LLP

53

Proposal No. 3 Ratification of the Company's Independent Registered Public Accounting Firm

54

Proposal No. 4 Amendment to the Employee Stock Purchase Plan

55

Proposal No. 5 Approval of the Performance Criteria for Awards Under the 2002 D&O Long- Term Incentive Plan

58

Annual Report

61

Incorporation by Reference

61

Stockholder Proposals

61

Other Matters

61

 

 

Baker Hughes Incorporated Corporate Governance Guidelines

A-1

Baker Hughes Incorporated Charter of the Audit/Ethics Committee of the Board of Directors

B-1

Amended and Restated Employee Stock Purchase Plan

C-1

Amendment to the Employee Stock Purchase Plan

D-1



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