Schlumberger : Official notification to shareholders of matters to be brought to a vote ("Proxy")

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Name of Registrant as Specified in Its Charter)

Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

Notice of 2019 Annual General Meeting of Stockholders

April 3, 2019 10:00 a.m. Curaçao time

Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao

ITEMS OF BUSINESS

• 1. Election of the 10 director nominees named in this proxy statement.

• 2. Approval of the advisory resolution regarding our executive compensation.

• 3. Report on the course of business during the year ended December 31, 2018; approval of our consolidated balance sheet as at December 31, 2018; our consolidated statement of income for the year ended December 31, 2018; and our Board of Directors' declarations of dividends in 2018, as reflected in our 2018 Annual Report to Stockholders.

• 4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2019.

• 5. Approval of an amended and restated 2004 Stock and Deferral Plan for Non-Employee Directors.

Such other matters as may properly be brought before the meeting.

RECORD DATE

February 13, 2019

PROXY VOTING

Your vote is very important. Whether or not you plan to attend the annual general meeting in person, please (i) sign, date and promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.

Brokers cannot vote for Items 1, 2 or 5 without your instructions.

February 21, 2019

By order of the Board of Directors,

Alexander C. Juden

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Stockholders to Be Held on April 3, 2019: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and our 2018 Annual Report to Stockholders, are available free of charge on our website athttp://investorcenter.slb.com.

Table of Contents

General Information 5

ITEM 1. Election of Directors 7

Corporate Governance 13

Policy Against Lobbying and Political Contributions 14

Our Commitment to Stewardship 14

Communication with Board 15

Shareholder Engagement 15

Corporate Governance Guidelines 16

Board Independence 16

Board Tenure 16

Director Nominations 17

Board Adoption of Proxy Access 18

Board Leadership Structure 18

The Board's Role in Risk Oversight 19

Meetings of the Board of Directors and its Committees 20

Board Committees 20

Director Attendance at 2018 Annual General Meeting 24

Policies and Procedures for Approval of Related Person Transactions 24

Code of Conduct 24

ITEM 2. Advisory Resolution to Approve Our Executive Compensation 25

Compensation Discussion and Analysis 26

2018 - Executive Overview 26

Stockholder Outreach; Changes to our Executive Compensation Program 26

Overview of Compensation Decisions for 2018 28

Our Executive Compensation Best Practices 28

Framework for Setting Executive Compensation in 2018 29

Elements of Total Direct Compensation; 2018 Decisions 34

Other Aspects of our Executive Compensation Framework 41

Long-Term Equity Awards - Granting Process 46

Executive Stock Ownership Guidelines 46

Other Executive Benefits and Policies 47

Impact of Tax Treatment 48

Compensation Committee Report 48

Executive Compensation Tables and Accompanying Narrative 49

Nonqualified Deferred Compensation for Fiscal Year 2018 57

Pay Ratio of CEO to Median Employee 58

Potential Payments Upon Termination or Change in Control for Fiscal Year 2018 58

Director Compensation in Fiscal Year 2018 62

Director Stock Ownership Guidelines 63

Equity Compensation Plan Information 64

ITEM 3. Approval of Financial Statements and Dividends 65

ITEM 4. Ratification of Appointment of Independent Auditors for 2019 66

Audit Committee Report 67

ITEM 5. Approval of the Amendment and Restatement of the 2004 Stock and Deferral Plan for Non-Employee

Directors 68

Stock Ownership Information 71

Security Ownership by Management 71

Other Information 73

Appendix A A-1

Appendix B B-1

Back to Contents

General Information

February 21, 2019

Items to be Voted on at the Annual General Meeting Agenda Item Board Recommendation
Item 1	Election of the 10 director nominees named in this proxy statement.	FOR
Item 2	Approval of the advisory resolution regarding our executive compensation.	FOR
Item 3	Approval of our consolidated balance sheet as at December 31, 2018, our consolidated statement of income for the year ended December 31, 2018, and the declarations of dividends by our Board in 2018.	FOR
Item 4	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2019.	FOR
Item 5	Approval of an amended and restated 2004 Stock and Deferral Plan for Non-Employee Directors.	FOR

General

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Schlumberger Limited (Schlumberger N.V.) of proxies to be voted at its 2019 annual general meeting of stockholders, which will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 3, 2019 beginning at 10:00 a.m., Curaçao time, and at any postponement(s) or adjournment(s) thereof.

In this Proxy Statement, we may also refer to Schlumberger Limited and its subsidiaries as "we," "our," "the Company" or "Schlumberger."

To be admitted to the meeting, stockholders of record and beneficial owners as of the close of business on the record date for the meeting, February 13, 2019, must present a passport or other government-issued identification bearing a photograph and, for beneficial owners, proof of ownership as of the record date, such as the Notice of Internet Availability, top half of the proxy card or voting instruction card that was sent to you with this proxy statement.

The mailing date of this proxy statement is February 21, 2019. Business at the meeting will be conducted in accordance with the procedures determined by the Chairman of the meeting and will be limited to matters properly brought before the meeting by or at the direction of our Board of Directors or by a stockholder.

We are providing our 2018 Annual Report to Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3.

Proxy Materials are Available on the Internet

This year we are using an SEC rule that allows us to use the internet as the primary means of furnishing proxy materials to shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") to our stockholders with instructions on how to access the proxy materials online or request a printed copy of the materials.

Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings.

Our proxy materials are also available athttp://investorcenter.slb.com.

Record Date; Proxies

Each stockholder of record at the close of business on the record date, February 13, 2019, is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on with respect to each share registered in the stockholder's name. A stockholder of record is a person or entity who held shares on that date registered in its name on the records of Computershare Trust Company, N.A. ("Computershare"), Schlumberger's stock transfer agent. Persons who held shares on the record date through a broker, bank or other nominee are referred to as beneficial owners.

Shares cannot be voted at the meeting unless the owner of record is present in person or is represented by proxy. Schlumberger is incorporated in Curaçao and, as required by Curaçao law, meetings of stockholders are held in Curaçao. Because many stockholders cannot personally attend the meeting, it is necessary that a large number be represented by proxy.

Shares Outstanding

On February 13, 2019, there were 1,385,972,615 shares of Schlumberger common stock outstanding and entitled to vote.

Schlumberger Limited 2019 Proxy Statement

5