Baker Hughes 2007 Annual Report Download - page 20

2 Baker Hughes Incorporated
Proxies may be revoked at any time prior to the exercise
thereof by filing with the Company’s Corporate Secretary, at
the Company’s executive offices, a written revocation or a duly
executed proxy bearing a later date. The executive offices of
the Company are located at 2929 Allen Parkway, Suite 2100,
Houston, Texas 77019. For a period of at least ten days prior
to the Annual Meeting of Stockholders, a complete list of
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.
VOTING SECURITIES
The securities of the Company entitled to be voted at
the Annual Meeting consist of shares of its Common Stock,
par value $1.00 per share (“Common Stock”), of which
308,272,119 shares were issued and outstanding at the
close of business on February 25, 2008. 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 consid-
ered at the 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 twelve nominees receiving the great-
est number of votes cast by the holders of the Common Stock
entitled to vote on the matter will be elected as directors, and
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 &
Touche LLP as the Company’s Independent Registered Public
Accounting Firm for fiscal year 2008 and the approval of the
performance criteria for awards under the 2002 Director &
Officer Long-Term Incentive Plan, as amended (the “2002
D&O Plan”). There will be no cumulative voting in the election
of directors. Under Delaware law, abstentions are treated as
present and entitled to vote and thus, will be counted in
determining whether a quorum is present and will have the
effect of a vote against a matter, except for the election of
directors in which case an abstention will have no effect.
Shares held by brokers or nominees for which instructions
have not been received from the beneficial owners or persons
entitled to vote and for which the broker or nominee does
not have discretionary power to vote on a particular matter
(called “broker non-votes”), will be considered present for
quorum purposes but not considered entitled to vote on that
matter. Accordingly, broker non-votes will not have any impact
on the vote on a matter.
Under the rules of the New York Stock Exchange (“NYSE”)
in effect at the time this Proxy Statement was filed, if you hold
your shares through a broker, your broker is permitted to vote
your shares on “routine” matters, which includes the election
of directors, the ratification of the Independent Registered Pub-
lic Accounting Firm and approval of the performance criteria
for awards under the 2002 D&O Plan, even if the broker does
not receive instructions from you.
The following table sets forth information about the
holders of the Common Stock known to the Company on
February 25, 2008 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
1. AXA Assurances I.A.R.D. Mutuelle 32,468,511 10.2%
26, rue Drouot
75009 Paris, France
2. Capital Research Global Investors 21,955,000 6.9%
333 South Hope Street
Los Angeles, CA 90071
3. Dodge & Cox 19,827,228 6.2%
555 California Street, 40th Floor
San Francisco, CA 94104
4. Capital World Investors 17,242,720 5.4%
333 South Hope Street
Los Angeles, CA 90071
5. T. Rowe Price Associates, Inc. 16,955,124 5.3%
100 E. Pratt Street
Baltimore, MD 21202