Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 17, 2022, the Board of Directors (the "Board") of Baker Hughes Company (the "Company") adopted the fourth amended and restated bylaws of the Company (the "Fourth Amended and Restated Bylaws"), effective May 17, 2022, to implement proxy access and a majority voting standard in uncontested director elections.

Section 1.12 has been added to the Fourth Amended and Restated Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years 3% or more of the shares of capital stock of the Company, to nominate and include in the Company's proxy materials for an annual meeting directors constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Fourth Amended and Restated Bylaws.

Section 2.2 of the Fourth Amended and Restated Bylaws has been amended to provide that an uncontested election of directors will be decided by a majority of votes cast with respect to a nominee's election. In the event of a contested election of directors, directors shall continue to be elected by the highest number of votes, or a plurality of votes, cast.

The Fourth Amended and Restated Bylaws also include conforming changes.

The foregoing description of the amendments made in the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified by reference to the Fourth Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2022 Annual Meeting of Stockholders of the Company was held on May 17, 2022 (the "Annual Meeting") to (i) elect nine members to the Board to serve for a one-year term, (ii) vote on an advisory vote to approve the Company's executive compensation program, and (iii) ratify KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022. Each director nominated was elected, the advisory vote to approve the Company's executive compensation program and the ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022 were each approved.

As of March 21, 2022, the record date, there were 967,293,247 shares of Class A common stock ("Class A Common Stock") issued and outstanding and entitled to vote at the Annual Meeting and 58,737,430 shares of Class B common stock ("Class B Common Stock," and together with the Class A Common Stock, the "Common Stock"), issued and outstanding and entitled to vote at the Annual Meeting. There were 956,477,433 shares of Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum. The affirmative vote of the plurality of votes cast by the holders of shares of Common Stock present or represented at the Annual Meeting and entitled to vote is needed to elect each director. The affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter is required for the approval of the other proposals.

The number of votes for, withheld and broker non-votes for the election of each director was as follows:





Name                 Number of Votes  Withheld Votes     Broker
                           FOR                         Non-Votes

W. Geoffrey Beattie 856,142,198 13,399,224 86,936,010 Gregory D. Brenneman 797,975,552 71,565,870 86,936,010 Cynthia B. Carroll 860,757,966 8,783,456 86,936,010 Nelda J. Connors 863,285,202 6,256,220 86,936,010 Michael R. Dumais 868,349,120 1,192,302 86,936,010 Gregory L. Ebel 614,052,718 255,488,704 86,936,010 Lynn L. Elsenhans 853,836,974 15,704,448 86,936,010 John G. Rice 867,485,621 2,055,801 86,936,010 Lorenzo Simonelli 825,113,955 44,427,467 86,936,010

The number of votes for, against, abstentions and broker non-votes with respect to the advisory vote related to the Company's executive compensation program was as follows:

Number of Votes Number of Votes Abstentions Broker Non-Votes


      FOR           AGAINST
  817,669,088     51,323,899      547,915      86,936,530

The number of votes for, against, abstentions and broker non-votes with respect to the ratification of KPMG LLP as the Company's Independent Registered Public Accounting Firm for fiscal year 2022 was as follows:

Number of Votes Number of Votes Abstentions Broker Non-Votes


      FOR           AGAINST
  954,709,105       789,728       978,599          -


Item 8.01. Other Events

On May 17, 2022, the Board of Directors elected Lorenzo Simonelli as Chairman of the Board and W. Geoffrey Beattie as Independent Lead Director. The Board also made the following committee appointments:





                                          Governance &        Conflicts Committee
                   Human Capital and        Corporate          (subcommittee of
 Audit Committee      Compensation       Responsibility     Governance & Corporate
                       Committee            Committee           Responsibility
                                                                  Committee)
 Gregory L. Ebel*      Gregory D.      Lynn L. Elsenhans *    Lynn L. Elsenhans *
                       Brenneman*

Nelda J. Connors Cynthia B. Carroll Gregory D. Brenneman Gregory D. Brenneman Lynn L. Elsenhans Nelda J. Connors Michael R. Dumais Cynthia B. Carroll W. Geoffrey W. Geoffrey Beattie

Beattie
Michael R. Dumais                        Gregory L. Ebel
* Chair

Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit No. Description



  3.1         Fourth Amended and Restated Bylaws of Baker Hughes Company dated
            May 17, 2022
104*        Cover Page Interactive Data File (formatted as Inline XBRL)

* Furnished herewith

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