Baker Hughes 2009 Annual Report Download - page 14

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4 Baker Hughes Incorporated
and her financial expertise; Dr. Jungels’ technical knowledge,
executive roles, 38 successful years of experience in the inter-
national energy industry and service as a member of public
company boards; Mr. Lash’s engineering and high technology
knowledge and skills, his private equity leadership, manufac-
turing background, public service and financial expertise;
Mr. Nichols’ position as chief executive officer and director of
a publicly traded energy company, successful career building a
major oil and gas company and his leadership in related trade
associations; Mr. Riley’s 38 years of senior executive experience
with a publicly traded diversified manufacturer, service as a
director of other public companies and a national corporate
governance organization; Mr. Watson’s extensive executive
leadership roles and active involvement in a number of energy
related companies and businesses and service as a director of
other public companies. With respect to Messrs. Payne and
Stewart, the board considered their director positions with
BJ Services prior to the pending Merger as well as Mr. Stewart’s
many years as President and Chief Executive Officer of BJ Services
and Mr. Payne’s current role as Chairman and Chief Executive
Officer of an independent energy company and as a director
of two public companies.
All directors will be elected at the Annual Meeting of
Stockholders to serve for a one-year term expiring at the
Annual Meeting of Stockholders expected to be held in April
2011. If the Merger is completed prior to the Annual Meeting,
the proxyholders will vote FOR the thirteen persons listed
below under the section “Company Nominees for Director
Following Completion of the Merger”, unless contrary instruc-
tions are given. If the Merger is not completed prior to the
Annual Meeting, the proxyholders will vote FOR the eleven
persons listed below under the section “Company Nominees
for Director Prior to Completion of the Merger”, unless con-
trary instructions are given. Accordingly, if the Merger is not
completed prior to the Annual Meeting, the Company’s proxy-
holders will not vote any shares in favor of the election of
Messrs. Payne and Stewart, and they will not stand for election.
If you sign your proxy card but do not give instructions
with respect to the voting of directors and if the Merger is
completed prior to the Annual Meeting, your shares will be
voted for the thirteen persons recommended by the Board of
Directors. If you sign your proxy card but do not give instruc-
tions with respect to the voting of directors and if the Merger
is not completed prior to the Annual Meeting, your shares will
be voted for the eleven persons recommended by the Board of
Directors in that case. If you wish to give specific instructions
with respect to the voting of directors, you must do so with
respect the individual nominee.