Baker Hughes 2010 Annual Report Download - page 14

2 B a k e r H u g h e s I n c o r p o r a t e d
stockholders entitled to vote at the Annual Meeting will be
available for inspection during ordinary business hours at the
Company’s executive offices by stockholders of record for
proper purposes.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Stockholders to be
Held on April 28, 2011. This Proxy Statement and the Annual
Report to Stockholders and the means to vote by Internet are
available at http://bnymellon.mobular.net/bnymellon/bhi.
VOTING SECURITIES
The securities of the Company entitled to vote at the
Annual Meeting consist of shares of its Common Stock,
par value $1.00 per share (“Common Stock”), of which
434,318,886 shares were issued and outstanding at the close
of business on March 1, 2011. Only stockholders of record at
the close of business on that date will be entitled to vote at
the meeting. Each share of Common Stock entitles the holder
thereof to one vote on each matter to be considered at the
meeting. The presence in person or by proxy of the holders
of a majority of our Common Stock issued and outstanding
and entitled to vote at the Annual Meeting will constitute
a quorum to transact business at the Annual Meeting.
Assuming a quorum is present at the Annual Meeting,
either in person or represented by proxy, with respect to the
election of directors, the director nominees who receive the
greatest number of votes cast in their favor (up to the number
of director seats available for election) will be elected. The
affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at
the Annual Meeting and entitled to vote on the matter is
required for the approval of the ratification of Deloitte & Tou-
che LLP as the Company’s independent registered public
accounting firm for fiscal year 2011, for the reapproval of the
performance criteria for awards under the Annual Incentive
Compensation Plan, for the approval of the advisory vote
related to the Company’s executive compensation program
and for the approval of the stockholder proposal regarding
majority vote standard for director elections. The Company will
treat the selection of every one year, every two years or every
three years that receives the greatest number of votes on the
frequency of holding an advisory vote on our executive com-
pensation program as the option that is approved by the
stockholders. There will be no cumulative voting in the elec-
tion of directors.
Brokers, banks or other nominees that hold shares of
Common Stock in “street name” for a beneficial owner of
those shares typically have the authority to vote in their discre-
tion if permitted by the stock exchange or other organization
of which they are members. Brokers, banks and other nominees
are permitted to vote the beneficial owner’s proxy in their own
discretion as to certain “routine” proposals when they have
not received instructions from the beneficial owners, such as
the ratification of the appointment of Deloitte & Touche LLP
as our independent registered public accounting firm for the
fiscal year 2011. If a broker, bank or other nominee votes such
“uninstructed” shares for or against a “routine” proposal,
those shares will be counted towards determining whether
or not a quorum is present and are considered entitled to
vote on the “routine” proposals. However, where a proposal
is not “routine,” a broker, bank or other nominee is not
permitted to exercise its voting discretion on that proposal
without specific instructions from the beneficial owner. These
non-voted shares are referred to as “broker non-votes” when
the nominee has voted on other non-routine matters with
authorization or voted on routine matters. These shares will
be counted towards determining whether or not a quorum is
present, but will not be considered entitled to vote on the
“non-routine” proposals.
Broker non-votes will not affect the outcome of any matter
being voted on at the meeting, assuming that a quorum is
obtained. Abstentions, on the other hand, have the same
effect as votes against the matter, although abstentions will
have no effect on the election of directors, the advisory vote
related to the executive compensation program or the advisory
vote on the frequency of holding an advisory vote on execu-
tive compensation.
The following table sets forth information about the
holders of the Common Stock known to the Company on
March 1, 2011 to own beneficially 5% or more of the Common
Stock, based on filings by the holders with the SEC. For the
purposes of this Proxy Statement, beneficial ownership of
securities is defined in accordance with the rules of the SEC
to mean generally the power to vote or dispose of securities
regardless of any economic interest therein.
Name and Address Shares Percent of Class
1. Capital Research Global Investors(1)
333 South Hope Street
Los Angeles, CA 90071 35,955,254 8.3%
2. Wellington Management(2)
Company, LLP
75 State Street
Boston, MA 02109 22,680,958 5.26%
(1) Capital Research Global Investors has sole investment power and voting
power over 35,955,254 shares.
(2) Wellington Management Company, LLP does not have sole investment power
or sole voting power over the shares.