8-K
SCHLUMBERGER LIMITED/NV P8 US false 0000087347 0000087347 2024-04-03 2024-04-03

 

 

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, 2024

 

 

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

(address)

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 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“SLB”), was held on April 3, 2024. All director nominees were elected and all other proposals 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—approved, on an advisory basis, SLB’s executive compensation, with approximately 97.3% of the votes cast voting for this proposal;

 

   

Item 3—approved SLB’s consolidated balance sheet at December 31, 2023, its consolidated statement of income for the year ended December 31, 2023, and the declarations of dividends by SLB’s Board of Directors in 2023 as reflected in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, with approximately 99.9% of the votes cast voting for this proposal; and

 

   

Item 4—ratified the appointment of PricewaterhouseCoopers LLP as the independent auditors of SLB for 2024, with approximately 93.0% 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 22, 2024 (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

     1,014,817,161        62,138,559        709,305        126,183,880  

Patrick de La Chevardière

     1,062,570,978        14,357,327        736,720        126,183,880  

Miguel Galuccio

     1,012,577,734        64,304,411        782,880        126,183,880  

Jim Hackett

     1,007,387,133        69,048,667        1,229,225        126,183,880  

Olivier Le Peuch

     1,074,052,731        3,001,536        610,758        126,183,880  

Samuel Leupold

     1,073,991,735        2,896,566        776,724        126,183,880  

Tatiana Mitrova

     1,073,347,200        3,124,551        1,193,274        126,183,880  

Maria Moræus Hanssen

     1,033,092,370        43,846,145        726,510        126,183,880  

Vanitha Narayanan

     947,786,313        128,393,804        1,484,908        126,183,880  

Jeff Sheets

     1,061,561,712        15,234,354        868,959        126,183,880  

Ulrich Spiesshofer

     1,073,718,739        3,210,409        735,877        126,183,880  

Item 2—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 97.3% of the votes cast at the Annual Meeting voting for the proposal.

 

For

 

Against

 

Abstain

 

Broker Non-votes

1,042,753,005   28,606,338   6,305,682   126,183,880

Item 3—Financial Statements and Dividends

The proposal to approve SLB’s consolidated balance sheet at December 31, 2023, its consolidated statement of income for the year ended December 31, 2023, and the declarations of dividends by SLB’s Board of Directors in 2023 as reflected in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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

1,073,792,269   433,161   3,439,595   126,183,880

Item 4—Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of SLB for 2024, as described in the Definitive Proxy Statement, was approved with approximately 93.0% of the votes cast at the Annual Meeting voting for the proposal.

 

For

 

Against

 

Abstain

 

Broker Non-votes

1,118,542,634   83,939,218   1,367,053  

 


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 3, 2024