- Current report filing (8-K)
11 Abril 2012 - 4:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): April 11, 2012
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
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Curaçao
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1-4601
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52-0684746
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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42, rue Saint-Dominique, Paris, France 75007
5599 San Felipe, 17th Floor, Houston, Texas 77056
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of
principal executive offices and zip or postal codes)
Registrants telephone number in the United States, including
area code: (713) 375-3400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The 2012 Annual General Meeting of Stockholders (the Annual Meeting) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (Schlumberger), was held on
April 11, 2012. At the Annual Meeting, the stockholders of Schlumberger:
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Item 1elected all 12 director nominees;
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Item 2approved, on an advisory basis, Schlumbergers executive compensation;
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Item 3approved Schlumbergers Consolidated Balance Sheet as at December 31, 2011, its Consolidated Statement of Income for the
year ended December 31, 2011, and the declarations of dividends by the Board of Directors in 2011 as reflected in Schlumbergers 2011 Annual Report to Stockholders; and
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Item 4 approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of
Schlumberger for 2012; and
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Item 5approved amendments to the Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors to increase the number of shares
available for issuance, and to make certain technical changes.
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The proposals are described in detail in
Schlumbergers definitive proxy statement for the Annual Meeting, which was filed with the SEC on March 1, 2012 (the Definitive Proxy Statement).
The results are as follows:
Item 1Election of Directors
All director nominees were elected at the Annual Meeting.
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For
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Against
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Abstain
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Broker Non-votes
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Peter L.S. Currie
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957,679,013
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2,305,319
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5,297,878
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111,678,378
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Tony Isaac
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892,394,134
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66,043,557
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6,844,519
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111,678,378
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K. Vaman Kamath
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958,682,551
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1,304,396
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5,295,263
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111,678,378
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Paal Kibsgaard
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963,445,870
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1,012,617
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823,723
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111,678,378
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Nikolay Kudryavtsev
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958,720,729
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1,270,708
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5,290,773
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111,678,378
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Adrian Lajous
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953,911,489
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5,460,690
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5,910,031
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111,678,378
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Michael E. Marks
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954,723,132
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5,276,166
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5,282,912
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111,678,378
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Elizabeth A. Moler
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956,370,374
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3,662,295
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5,249,541
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111,678,378
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Lubna S. Olayan
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952,520,788
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7,452,415
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5,309,007
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111,678,378
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Leo Rafael Reif
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957,650,064
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2,327,616
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5,304,530
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111,678,378
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Tore I. Sandvold
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957,768,952
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2,209,154
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5,304,104
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111,678,378
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Henri Seydoux
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954,887,275
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930,570
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9,464,365
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111,678,378
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Item 2Advisory Resolution to Approve Executive Compensation
The advisory resolution to approve Schlumbergers executive compensation, as described in the Definitive Proxy Statement, was
approved with approximately 98.32% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
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For
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Against
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Abstain
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Broker Non-votes
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923,175,613
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15,775,188
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26,331,409
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111,678,378
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Item 3Financial Statements and Dividends
The proposal to approve Schlumbergers Consolidated Balance Sheet as at December 31, 2011, its Consolidated Statement of Income
for the year ended December 31, 2011, and the declarations of dividends by the Board of Directors in 2011 as reflected in Schlumbergers 2011 Annual Report to Stockholders, as described in the Definitive Proxy Statement, was approved with
approximately 99.80% of the votes cast at the Annual Meeting voting for the proposal.
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For
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Against
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Abstain
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Broker Non-votes
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1,069,755,886
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2,185,094
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5,019,608
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0
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Item 4Independent Registered Public Accounting Firm
The proposal to approve the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the
accounts of Schlumberger for 2012, as described in the Definitive Proxy Statement, was approved with approximately 98.97% of the votes cast at the Annual Meeting voting for the proposal.
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For
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Against
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Abstain
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Broker Non-votes
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1,062,832,568
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11,056,884
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3,071,136
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0
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Item 5Amendments to 2004 Stock and Deferral Plan for Non-Employee Directors
The proposal to approve amendments to the Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors to increase the number of
shares available for issuance, and to make certain technical changes, as described in the Definitive Proxy Statement, was approved with approximately 93.44% of the votes cast at the Annual Meeting voting for the proposal.
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For
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Against
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Abstain
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Broker Non-votes
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882,843,642
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61,945,141
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20,493,427
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111,678,378
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following is filed as an exhibit to this report:
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10
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Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors, as amended and restated effective January 19, 2012.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SCHLUMBERGER N.V.
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(SCHLUMBERGER LIMITED)
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By:
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/s/ Howard Guild
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Howard Guild
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Chief Accounting Officer
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Date: April 11, 2012
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