OF the SECURITIES EXCHANGE ACT of 1934 (Amendment No
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Table of Contents 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: Table of Contents Schlumberger Limited 42, rue Saint-Dominique 75007 Paris, France 5599 San Felipe, 17th Floor Houston, Texas 77056 Parkstraat 83 2514 JG The Hague The Netherlands NOTICE OF ANNUAL GENERAL MEETING OF STOCKHOLDERS To Be Held April 9, 2014 February 12, 2014 The 2014 Annual General Meeting of Stockholders of Schlumberger Limited (Schlumberger N.V.) will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 9, 2014 at 10:00 a.m., Curaçao time, for the following purposes: 1. To elect the 11 directors named in this proxy statement. 2. To approve, on an advisory basis, the Company’s executive compensation. 3. To report on the course of business during the year ended December 31, 2013, and to approve the Company’s Consolidated Balance Sheet as at December 31, 2013, its Consolidated Statement of Income for the year ended December 31, 2013, and the declarations of dividends by the Board of Directors in 2013, as reflected in the Company’s 2013 Annual Report to Stockholders. 4. To approve the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of the Company for 2014. Action will also be taken on such other matters as may properly be brought before the meeting. The close of business on February 19, 2014 has been fixed as the record date for the meeting. All holders of common stock of record at the close of business on that date are entitled to vote at the meeting. By order of the Board of Directors, ALEXANDER C. JUDEN Secretary Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Instructions are on your proxy card or on the voting instruction card included by your broker. Brokers cannot vote for Items 1 or 2 without your instructions. Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Stockholders to Be Held on April 9, 2014: This proxy statement, along with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and the Company’s 2013 Annual Report to Stockholders, are available free of charge on the Company’s website at http://investorcenter.slb.com. Table of Contents TABLE OF CONTENTS Page PROXY STATEMENT 1 General 1 Items to be Voted on at the Annual Meeting 1 Record Date; Proxies 1 Shares Outstanding 1 Quorum 2 Votes Required to Adopt Proposals 2 Effect of Abstentions and Broker Non-Votes 2 Voting Procedures 2 Changing Your Vote or Revoking Your Proxy 3 ITEM 1. ELECTION OF DIRECTORS 4 Director Nominees 4 CORPORATE GOVERNANCE 9 Governance Framework—Highlights 9 Corporate Governance Guidelines 10 Board Independence 10 Director Nominations 10 Board Leadership Structure 12 The Board’s Role in Risk Oversight 12 Meetings of the Board of Directors and its Committees 13 Board Committees 14 Communication with the Board 19 Director Attendance at Annual General Meeting 20 Policies and Procedures for Approval of Related Person Transactions 20 Corporate Governance Guidelines and Code of Conduct 20 ITEM 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 21 COMPENSATION DISCUSSION AND ANALYSIS 22 COMPENSATION COMMITTEE REPORT 47 EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE 48 DIRECTOR COMPENSATION IN FISCAL YEAR 2013 68 Director Stock Ownership Guidelines 69 EQUITY COMPENSATION PLAN INFORMATION 70 ITEM 3. FINANCIAL STATEMENTS 71 ITEM 4. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 72 Fees Paid to PricewaterhouseCoopers LLP 72 Audit Committee’s Pre-Approval Policy and Procedures 72 AUDIT COMMITTEE REPORT 74 STOCK OWNERSHIP INFORMATION 75 Security Ownership by Certain Beneficial Owners 75 Security Ownership by Management 75 Section 16(a) Beneficial Ownership Reporting Compliance 77 OTHER INFORMATION 77 Stockholder Proposals for 2015 Annual General Meeting 77 Other Matters 77 i Table of Contents PROXY STATEMENT February 12, 2014 General This proxy statement is furnished in connection with the solicitation by the Board of Directors of Schlumberger Limited (Schlumberger N.V.) (“Schlumberger” or the “Company”) of proxies to be voted at its 2014 annual general meeting of stockholders, which will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 9, 2014 beginning at 10:00 a.m., Curaçao time. To gain admittance to the meeting, stockholders of record and beneficial owners as of February 19, 2014 must present a passport or other government-issued identification bearing a photograph and, for beneficial owners, proof of ownership, such as the top half of the proxy card or voting instruction card that was sent to you with this proxy statement. The approximate mailing date of this proxy statement is February 20, 2014. Business at the meeting is conducted in accordance with the procedures determined by the Chairman of the meeting and is generally limited to matters properly brought before the meeting by or at the direction of the Board of Directors or by a stockholder in accordance with specified requirements requiring advance notice and disclosure of relevant information. The Schlumberger 2013 Annual Report to Stockholders is provided concurrently with this proxy statement, and stockholders should refer to its contents in considering agenda Item 3. Items to be Voted on at the Annual Meeting The agenda for the 2014 annual general meeting includes the following items: Board Agenda Item Recommendation • Item 1: Election of 11 directors FOR • Item 2: Advisory resolution to approve executive compensation FOR • Item 3: Approval of the Company’s Consolidated Balance Sheet as at December 31, 2013, its Consolidated Statement of FOR Income for the year ended December 31, 2013, and the declarations of dividends by the Board of Directors in 2013 • Item 4: Appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor FOR Record Date; Proxies Each stockholder of record at the close of business on the record date, February 19, 2014, 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 considered 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 There are approximately 1,306,440,330 shares of Schlumberger common stock outstanding and entitled to vote. 1 Table of 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. Votes Required to Adopt Proposals To be elected, director nominees must receive a majority of votes cast (the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). Approval of each of the other matters on the agenda also requires the affirmative vote of the majority of votes cast. Effect of Abstentions and Broker Non-Votes Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary voting authority and have not received instructions from the beneficial owner of the shares as to how to vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes. If a quorum is not present at the meeting, the Board may call a second general meeting of stockholders, at which the quorum requirement will not apply.