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
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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)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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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. | |
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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
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Disclaimer
Schlumberger Ltd. published this content on 21 February 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 February 2019 16:17:02 UTC