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 11, 2012

 

 

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Exact name of registrant as specified in its charter)

 

 

 

Curaçao		1-4601		52-0684746
(State or other jurisdiction of incorporation)		(Commission File Number)		(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):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2012 Annual General Meeting of Stockholders (the “Annual Meeting”) of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (“Schlumberger”), was held on April 11, 2012. At the Annual Meeting, the stockholders of Schlumberger:

 

•

Item 1—elected all 12 director nominees;

 

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Item 2—approved, on an advisory basis, Schlumberger’s executive compensation;

 

•

Item 3—approved Schlumberger’s Consolidated Balance Sheet as at December 31, 2011, its Consolidated Statement of Income for the year ended December 31, 2011, and the declarations of dividends by the Board of Directors in 2011 as reflected in Schlumberger’s 2011 Annual Report to Stockholders; and

 

•

Item 4— approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of Schlumberger for 2012; and

 

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Item 5—approved amendments to the Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors to increase the number of shares available for issuance, and to make certain technical changes.

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, 2012 (the “Definitive Proxy Statement”).

The results are as follows:

Item 1—Election of Directors

All director nominees were elected at the Annual Meeting.

 

		For					Against					Abstain					Broker Non-votes
Peter L.S. Currie				957,679,013					2,305,319					5,297,878					111,678,378
Tony Isaac				892,394,134					66,043,557					6,844,519					111,678,378
K. Vaman Kamath				958,682,551					1,304,396					5,295,263					111,678,378
Paal Kibsgaard				963,445,870					1,012,617					823,723					111,678,378
Nikolay Kudryavtsev				958,720,729					1,270,708					5,290,773					111,678,378
Adrian Lajous				953,911,489					5,460,690					5,910,031					111,678,378
Michael E. Marks				954,723,132					5,276,166					5,282,912					111,678,378
Elizabeth A. Moler				956,370,374					3,662,295					5,249,541					111,678,378
Lubna S. Olayan				952,520,788					7,452,415					5,309,007					111,678,378
Leo Rafael Reif				957,650,064					2,327,616					5,304,530					111,678,378
Tore I. Sandvold				957,768,952					2,209,154					5,304,104					111,678,378
Henri Seydoux				954,887,275					930,570					9,464,365					111,678,378

Item 2—Advisory Resolution to Approve Executive Compensation

The advisory resolution to approve Schlumberger’s executive compensation, as described in the Definitive Proxy Statement, was approved with approximately 98.32% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.

 

For		Against		Abstain		Broker Non-votes
923,175,613		15,775,188		26,331,409		111,678,378

Item 3—Financial Statements and Dividends

The proposal to approve Schlumberger’s Consolidated Balance Sheet as at December 31, 2011, its Consolidated Statement of Income for the year ended December 31, 2011, and the declarations of dividends by the Board of Directors in 2011 as reflected in Schlumberger’s 2011 Annual Report to Stockholders, as described in the Definitive Proxy Statement, was approved with approximately 99.80% of the votes cast at the Annual Meeting voting for the proposal.

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For		Against		Abstain		Broker Non-votes
1,069,755,886		2,185,094		5,019,608		0

Item 4—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 2012, as described in the Definitive Proxy Statement, was approved with approximately 98.97% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
1,062,832,568		11,056,884		3,071,136		0

Item 5—Amendments to 2004 Stock and Deferral Plan for Non-Employee Directors

The proposal to approve amendments to the Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors to increase the number of shares available for issuance, and to make certain technical changes, as described in the Definitive Proxy Statement, was approved with approximately 93.44% of the votes cast at the Annual Meeting voting for the proposal.

 

For		Against		Abstain		Broker Non-votes
882,843,642		61,945,141		20,493,427		111,678,378

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following is filed as an exhibit to this report:

 

10		Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors, as amended and restated effective January 19, 2012.

 

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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.

 

Date: April 11, 2012