Baker Hughes 2009 Annual Report Download - page 12

2 Baker Hughes Incorporated
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
311,906,964 shares were issued and outstanding at the close
of business on March 2, 2010. 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 quo-
rum 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, 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 & Tou-
che LLP as the Company’s Independent Registered Public
Accounting Firm for fiscal year 2010, and for the approval of
Stockholder Proposal No. 1, regarding Majority Vote Standard
for Director Elections. 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 elec-
tion of directors in which case an abstention will have no
effect. Shares held by brokers or nominees for which instruc-
tions 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 mat-
ter (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 any of the foregoing proposals or on director
elections. The approval of Management Proposal No. 1,
regarding the Approval of an Amendment to our Certificate of
Incorporation that would, subject to any limitations that may
be imposed in the Bylaws, require our Corporate Secretary to
Call Special Stockholder Meetings following a Request from
the Holders of 25% of our Voting Stock, requires the affirma-
tive vote of the holders of a majority of the voting power of
our Common Stock outstanding. Abstentions and broker non-
votes will have the same effect as votes against Management
Proposal No. 1.
On July 1, 2009, the SEC approved the New York Stock
Exchange’s (“NYSE”) proposed rule change that eliminates
broker discretionary voting in uncontested director elections;
therefore, under the rules of the 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 ratification of the Independent
Registered Public Accounting Firm, even if the broker does not
receive instructions from you. The NYSE does not consider the
election of directors, the approval of Management Proposal
No. 1 or Stockholder Proposal No. 1 routine matters, so your
broker may not vote your shares on these proposals without
receiving instructions from you.
The following table sets forth information about the
holders of the Common Stock known to the Company on
March 2, 2010 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. Wellington Management
Company, LLP
75 State Street
Boston, MA 02109 43,379,335 14.0%
2. Capital Research Global Investors
333 South Hope Street
Los Angeles, CA 90071 32,914,500 10.6%
3. Dodge & Cox
555 California Street, 40th Floor
San Francisco, CA 94104 28,112,419 9.1%
4. Capital World Investors
333 South Hope Street
Los Angeles, CA 90071 22,051,764 7.1%