Schedule 14A Information Schlumberger Nv
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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 2020 Annual General Meeting of Stockholders April 1, 2020 10:00 a.m. Curaçao time Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao ITEMS OF BUSINESS 1. Election of the nine 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, 2019; approval of our consolidated balance sheet as at December 31, 2019; our consolidated statement of income for the year ended December 31, 2019; and our Board of Directors’ declarations of dividends in 2019, as reflected in our 2019 Annual Report to Stockholders. 4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2020. Such other matters as may properly be brought before the meeting. RECORD DATE February 12, 2020 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 or 2 without your instructions. February 21, 2020 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 1, 2020: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our 2019 Annual Report to Stockholders, are available free of charge on our website at http://investorcenter.slb.com. Table of Contents General Information 4 ITEM 1. Election of Directors 6 Corporate Governance 12 Governance Framework — Highlights 12 Prohibition on Hedging or Pledging of Schlumberger Stock 12 Policy Against Lobbying and Political Contributions 12 Communication with Board 13 Stockholder Engagement 13 Corporate Governance Guidelines 13 Board Independence 13 Board Tenure 14 Director Nominations 14 Board Adoption of Proxy Access 16 Board Leadership Structure 16 The Board’s Role in Risk Oversight 16 Meetings of the Board and Committees; Director Attendance 17 Board Responsibilities and Committees 18 Code of Conduct 20 Policies and Procedures for Approval of Related Person Transactions 21 Our Commitment to Stewardship 22 Protecting the Environment and Addressing Climate Change 22 A Continued Focus on People 23 ITEM 2. Advisory Resolution to Approve Our Executive Compensation 24 Compensation Discussion and Analysis 25 2019 — Executive Overview 25 Overview of Compensation Decisions for 2019 26 Stockholder Engagement; 2019 Say-On-Pay Vote 26 Our Executive Compensation Best Practices 28 Framework for Setting Executive Compensation in 2019 29 Elements of Total Direct Compensation; 2019 Decisions 33 Other Aspects of Our Executive Compensation Framework 43 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 2019 Summary Compensation Table 49 Grants of Plan-Based Awards for Fiscal Year 2019 51 Outstanding Equity Awards at Fiscal Year-End 2019 52 Option Exercises and Stock Vested for Fiscal Year 2019 55 Pension Benefits for Fiscal Year 2019 56 Nonqualified Deferred Compensation for Fiscal Year 2019 58 Pay Ratio of CEO to Median Employee 59 Potential Payments Upon Termination or Change in Control for Fiscal Year 2019 60 Director Compensation in Fiscal Year 2019 64 Director Stock Ownership Guidelines 65 Equity Compensation Plan Information 66 ITEM 3. Approval of Financial Statements and Dividends 67 ITEM 4. Ratification of Appointment of Independent Auditors for 2020 68 Audit Committee Report 69 Stock Ownership Information 70 Security Ownership by Certain Beneficial Owners 70 Security Ownership by Management 70 Delinquent Section 16(a) Reports 71 Other Information 72 Appendix A A-1 Schlumberger Limited 2020 Proxy Statement 3 Back to contents General Information February 21, 2020 Items to be Voted on at the Annual General Meeting Board Agenda Item Recommendation Item 1 Election of the nine director nominees named in this proxy statement. FOR Item 2 Approval of the advisory resolution regarding our executive compensation. FOR Approval of our consolidated balance sheet as at December 31, 2019, our consolidated statement of income for the Item 3 FOR year ended December 31, 2019, and the declarations of dividends by our Board in 2019. Item 4 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2020. 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 2020 annual general meeting of stockholders, which will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 1, 2020 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 12, 2020, 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, 2020. 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 or by a stockholder. We are providing our 2019 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 stockholders. 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 general meetings. Our proxy materials are also available at http://investorcenter.slb.com. Record Date; Proxies Each stockholder of record at the close of business on the record date, February 12, 2020, 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 Record Date On February 12, 2020, there were 1,388,162,459 shares of Schlumberger common stock outstanding and entitled to vote. Schlumberger Limited 2020 Proxy Statement 4 Back to contents Quorum Holders of at least one-half of the outstanding shares entitling the holders thereof to vote at the meeting must be present in person or by proxy to constitute a quorum for the taking of any action at the meeting.