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 5, 2023

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
common stock, par value $0.01 per share		SLB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“SLB”), was held on April 5, 2023. All director nominees were elected and all other proposals were passed at the Annual Meeting. The results are summarized below, with detailed voting results following.

At the Annual Meeting, the shareholders of SLB:

 

•

Item 1—elected all eleven director nominees;

 

•

Item 2—conducted an advisory vote on the frequency of future advisory votes on SLB’s executive compensation, with approximately 98.6% of the votes cast voting in favor of annual votes;

 

•

Item 3—approved, on an advisory basis, SLB’s executive compensation, with approximately 96.6% of the votes cast voting for this proposal;

 

•

Item 4—approved SLB’s consolidated balance sheet at December 31, 2022, its consolidated statement of income for the year ended December 31, 2022, and the declarations of dividends by SLB’s Board of Directors in 2022 as reflected in its 2022 Annual Report to Shareholders, with approximately 99.9% of the votes cast voting for this proposal; and

 

•

Item 5—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of SLB for 2023, with approximately 92.9% of the votes cast voting for this proposal.

The proposals are described in detail in SLB’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on February 23, 2023 (the “Definitive Proxy Statement”).

Item 1—Election of Directors

All director nominees were elected at the Annual Meeting.

 

		For				Against				Abstain				Broker Non-votes
Peter Coleman			1,074,223,163				30,947,453				1,095,803				115,263,471
Patrick de La Chevardière			1,097,768,170				7,419,880				1,078,370				115,263,471
Miguel Galuccio			1,030,974,797				74,148,033				1,143,589				115,263,471
Olivier Le Peuch			1,101,566,437				3,710,084				989,898				115,263,471
Samuel Leupold			1,099,564,620				5,673,023				1,028,776				115,263,471
Tatiana Mitrova			1,099,926,513				5,473,074				866,832				115,263,471
Maria Moræus Hanssen			1,071,888,893				33,229,039				1,148,487				115,263,471
Vanitha Narayanan			1,071,514,482				33,675,258				1,076,679				115,263,471
Mark Papa			929,457,264				175,689,864				1,119,292				115,263,471
Jeff Sheets			1,020,483,956				84,559,414				1,223,050				115,263,471
Ulrich Spiesshofer			1,093,956,321				11,490,924				819,175				115,263,471

Item 2—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The advisory vote on the frequency of future advisory votes on SLB’s executive compensation, as described in the Definitive Proxy Statement, was concluded with approximately 98.6% of the votes cast at the Annual Meeting voting in favor of annual votes.

 

One Year		Two Year		Three Year		Abstain
1,089,612,637		1,605,008		14,013,084		1,035,689

Item 3—Advisory Approval of Executive Compensation

The advisory resolution to approve SLB’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 96.6% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
1,065,067,054		37,429,939		3,769,426		115,263,471

Item 4—Financial Statements and Dividends

The proposal to approve SLB’s consolidated balance sheet at December 31, 2022, its consolidated statement of income for the year ended December 31, 2022, and the declarations of dividends by SLB’s Board of Directors in 2022 as reflected in its 2022 Annual Report to Shareholders, as described in the Definitive Proxy Statement, was approved with approximately 99.9% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
1,215,659,411		1,163,699		4,706,781		—

Item 5—Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of SLB for 2023, as described in the Definitive Proxy Statement, was approved with approximately 92.9% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
1,133,666,863		86,113,733		1,749,296		—

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.

 

SCHLUMBERGER LIMITED

/s/ Dianne B. Ralston

Dianne B. Ralston

Chief Legal Officer and Secretary

Date: April 5, 2023