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EX-3 - EX-3 - SCHLUMBERGER LIMITED/NVh81105exv3.htm
 
 
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 7, 2011
 
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
 
         
Curaçao
(State or other jurisdiction
of incorporation)
  1-4601
(Commission
File Number)
  52-0684746
(IRS Employer
Identification No.)
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)
Registrant’s 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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.07   Submission of Matters to a Vote of Security Holders.
     The 2011 Annual General Meeting of Stockholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“Schlumberger”), was held on April 6, 2011. At the Annual Meeting, the stockholders of Schlumberger:
    Item 1—elected all 14 director nominees;
 
    Item 2—approved an advisory resolution on executive compensation;
 
    Item 3—participated in an advisory vote on the frequency of future advisory votes on executive compensation;
 
    Item 4—approved and adopted an amendment to Schlumberger’s Articles of Incorporation to increase the authorized common share capital;
 
    Item 5—approved and adopted amendments to Schlumberger’s Articles of Incorporation to clarify the voting standard in contested director elections and to make certain other changes;
 
    Item 6—approved Schlumberger’s Consolidated Balance Sheet as at December 31, 2010, its Consolidated Statement of Income for the year ended December 31, 2010, and the declarations of dividends by the Board of Directors in 2010 as reflected in Schlumberger’s 2010 Annual Report to Stockholders; and
 
    Item 7—approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of Schlumberger for 2011.
     The proposals are described in detail in Schlumberger’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on March 1, 2011 (the “Definitive Proxy Statement”).
     The results are as follows:
Item 1—Election of Directors
     All director nominees were elected at the Annual Meeting.
                 
                Broker
    For   Against   Abstain   Non-votes
Philippe Camus
  948,886,683   4,833,860   1,339,189   98,988,692
Peter L.S. Currie
  951,681,950   2,017,588   1,360,194   98,988,692
Andrew Gould
  929,638,085   23,997,956   1,423,691   98,988,692
Tony Isaac
  895,723,755   57,969,629   1,366,348   98,988,692
K. Vaman Kamath
  941,922,190   11,759,689   1,377,853   98,988,692
Paal Kibsgaard
  952,690,799   1,013,905   1,355,028   98,988,692
Nikolay Kudryavtsev
  951,174,687   2,503,120   1,381,925   98,988,692
Adrian Lajous
  950,898,989   2,817,212   1,343,531   98,988,692
Michael E. Marks
  951,145,495   2,584,396   1,329,841   98,988,692
Elizabeth Moler
  952,616,277   1,100,658   1,342,797   98,988,692
Lubna S. Olayan
  945,393,941   8,263,661   1,402,130   98,988,692
Leo Rafael Reif
  949,882,373   3,806,794   1,370,565   98,988,692
Tore I. Sandvold
  951,431,064   2,274,986   1,353,682   98,988,692
Henri Seydoux
  952,541,274   1,169,730   1,348,728   98,988,692

 


 

Item 2—Advisory Resolution on Executive Compensation
     The advisory resolution to approve Schlumberger’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 98.23% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
             
For   Against   Abstain   Broker Non-votes
             
938,220,726   14,672,391   2,166,615   98,988,692
Item 3—Frequency of Future Advisory Votes on Executive Compensation
     In the advisory vote on the frequency of future advisory votes on executive compensation, as described in the Definitive Proxy Statement, approximately 17.23% of the votes cast at the Annual Meeting voted in favor of holding future advisory votes on executive compensation every three years, approximately 25.98% of the votes cast voted in favor of holding such future advisory votes every two years and approximately 56.58% of the votes cast voted in favor of holding such future advisory votes every year.
                 
3 Years   2 Years   1 Year   Abstain   Broker Non-votes
                 
164,599,092   248,181,347   540,421,406   1,857,887   98,988,692
Item 4—Amendment to Articles of Incorporation to Increase Authorized Common Share Capital
     The proposal to approve and adopt the amendment to Schlumberger’s Articles of Incorporation to increase the authorized common share capital, as described in the Definitive Proxy Statement, was approved at the Annual Meeting with approximately 72.35% of the shares outstanding and entitled to vote at the Annual Meeting voting for the proposal. The amendment to the Articles of Incorporation was executed before the civil notary of Curaçao and became effective on April 6, 2011. A copy of the Articles of Incorporation as amended April 6, 2011 is attached hereto as Exhibit 3 and is incorporated herein by reference.
             
For   Against   Abstain   Broker Non-votes
             
983,970,084   66,298,725   3,779,615   0
Item 5—   Amendments to Articles of Incorporation to Clarify Voting Standard and Make Certain Other Changes
     The proposal to approve and adopt the amendments to Schlumberger’s Articles of Incorporation to clarify the voting standard in contested director elections and to make certain other changes, as described in the Definitive Proxy Statement, was approved at the Annual Meeting with approximately 76.25% of the shares outstanding and entitled to vote at the Annual Meeting voting for the proposal. The amendment to the Articles of Incorporation was executed before the civil notary of Curaçao and became effective on April 6, 2011. A copy of the Articles of Incorporation as amended April 6, 2011 is attached hereto as Exhibit 3 and is incorporated herein by reference.
             
For   Against   Abstain   Broker Non-votes
             
1,036,953,693   14,988,647   2,106,084   0
Item 6—Financial Statements and Dividends
     The proposal to approve Schlumberger’s Consolidated Balance Sheet as at December 31, 2010, its Consolidated Statement of Income for the year ended December 31, 2010, and the declarations of dividends by the Board of Directors in 2010 as reflected in Schlumberger’s 2010 Annual Report to Stockholders, as described in the Definitive Proxy Statement, was approved with approximately 99.21% of the votes cast at the Annual Meeting voting for the proposal.
             

 


 

             
For   Against   Abstain   Broker Non-votes
             
1,045,781,711   1,077,306   7,189,407   0
Item 7—Independent 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 2011, as described in the Definitive Proxy Statement, was approved with approximately 98.54% of the votes cast at the Annual Meeting voting for the proposal.
             
For   Against   Abstain   Broker Non-votes
             
1,038,661,738   14,489,793   896,893   0
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits
     The following is filed as an exhibit to this report:
     3               Articles of Incorporation of Schlumberger Limited (Schlumberger N.V.), as amended April 6, 2011.

 


 

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.
         
  SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
 
 
  By:   /s/ Howard Guild    
    Howard Guild   
    Chief Accounting Officer   
 
Date: April 7, 2011