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)

 

 

 

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.  ☐

 

 

 

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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 Schlumberger’s 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 Schlumberger’s 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

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders of Schlumberger:

 

•

Item 1—elected all 11 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, 2017, its consolidated statement of income for the year ended December 31, 2017, and the declarations of dividends by Schlumberger’s Board of Directors in 2017 as reflected in its 2017 Annual Report to Stockholders;

 

•

Item 4—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of Schlumberger for 2018; and

 

•

Item 5—approved the amended and restated French Sub Plan for purposes of qualification under French laws.

The proposals are described in detail in Schlumberger’s 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 1—Election of Directors

All director nominees were elected at the Annual Meeting.

 

		For				Against				Abstain				Broker Non-votes
Peter L.S. Currie			1,042,693,560				22,447,512				4,793,475				101,669,099
Miguel M. Galuccio			1,059,847,750				9,269,207				817,590				101,669,099
V. Maureen Kempston Darkes			1,056,493,145				11,383,693				2,057,709				101,669,099
Paal Kibsgaard			1,051,443,987				17,180,852				1,309,708				101,669,099
Nikolay Kudryavtsev			1,055,226,189				13,707,642				1,000,716				101,669,099
Helge Lund			1,063,560,047				4,440,737				1,933,763				101,669,099
Michael E. Marks			1,044,378,031				24,626,767				929,749				101,669,099
Indra K. Nooyi			1,031,172,154				36,791,919				1,970,474				101,669,099
Lubna S. Olayan			1,054,010,118				13,007,175				2,917,254				101,669,099
Leo Rafael Reif			1,038,882,891				30,133,333				918,323				101,669,099
Henri Seydoux			1,059,734,797				8,151,482				2,048,268				101,669,099

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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 66.2% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.

 

For		Against		Abstain		Broker Non-votes
669,398,218		342,143,502		58,392,827		101,669,099

Item 3—Financial Statements and Dividends

The proposal to approve Schlumberger’s 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 Schlumberger’s 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.

 

For		Against		Abstain		Broker Non-votes
1,163,791,392		2,599,072		5,213,182		0

Item 4—Independent 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.

 

For		Against		Abstain		Broker Non-votes
1,145,795,084		24,527,023		1,281,539		0

Item 5— Adoption of Amended and restated French Sub Plan

The proposal to approve Schlumberger’s 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.

 

For		Against		Abstain		Broker Non-votes
1,042,019,171		25,997,147		1,918,229		101,669,099

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

10.1		Amended and Restated French Sub Plan for Restricted Units (incorporated by reference to Appendix B of Schlumberger’s Definitive Proxy Statement filed with the SEC on March 2, 2018).

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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.

 

Date: April 4, 2018