Baker Hughes 2015 Annual Report Download - page 93

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding the Business Code of Conduct and Code of Ethical Conduct Certificates for our principal
executive officer, principal financial officer and principal accounting officer are described in Item 1. Business of this
Annual Report. Information concerning our directors is set forth in the sections entitled “Proposal No. 1, Election of
Directors,” and “Corporate Governance - Committees of the Board” in our Definitive Proxy Statement for the 2016
Annual Meeting of Stockholders to be filed with the SEC pursuant to the Exchange Act within 120 days of the end of
our fiscal year on December 31, 2015 (“Proxy Statement”), which sections are incorporated herein by reference.
For information regarding our executive officers, see “Item 1. Business - Executive Officers” in this annual report on
Form 10-K. Additional information regarding compliance by directors and executive officers with Section 16(a) of
the Exchange Act is set forth under the section entitled “Compliance with Section 16(a) of the Securities Exchange
Act of 1934” in our Proxy Statement, which section is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information for this item is set forth in the following sections of our Proxy Statement, which sections are
incorporated herein by reference: “Compensation Discussion and Analysis,” “Director Compensation,”
“Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information concerning security ownership of certain beneficial owners and our management is set forth in the
sections entitled “Voting Securities” and “Security Ownership of Management” in our Proxy Statement, which
sections are incorporated herein by reference.
Our Board of Directors has approved procedures for use under our Securities Trading and Disclosure Policy to
permit our employees, officers and directors to enter into written trading plans complying with Rule 10b5-1 under the
Exchange Act. Rule 10b5-1 provides criteria under which such an individual may establish a prearranged plan to
buy or sell a specified number of shares of a company’s stock over a set period of time. Any such plan must be
entered into in good faith at a time when the individual is not in possession of material, nonpublic information. If an
individual establishes a plan satisfying the requirements of Rule 10b5-1, such individual’s subsequent receipt of
material, nonpublic information will not prevent transactions under the plan from being executed. Certain of our
officers have advised us that they have and may enter into a stock sales plan for the sale of shares of our common
stock which are intended to comply with the requirements of Rule 10b5-1 of the Exchange Act. In addition, the
Company has and may in the future enter into repurchases of our common stock under a plan that complies with
Rule 10b5-1 or Rule 10b-18 of the Exchange Act.
Under the Merger Agreement with Halliburton, as described in Note 2. "Halliburton Merger Agreement," we have
generally agreed not to repurchase any shares of common stock while the Merger is pending.
Equity Compensation Plan Information
The information in the following table is presented as of December 31, 2015 with respect to shares of our
common stock that may be issued under our existing equity compensation plans, including the Baker Hughes
Incorporated 2002 Employee Long-Term Incentive Plan, the Baker Hughes Incorporated 2002 Director & Officer
Long-Term Incentive Plan, and the Employee Stock Purchase Plan, all of which have been approved by our
stockholders (in millions, except per share prices).