Baker Hughes (BKR) Proxy filing summary

Executive summary

• Achieved record $29.6B in orders and $27.7B in revenue for 2025, with $2.59B net income and $4.83B adjusted EBITDA, and returned $1.3B to shareholders through dividends and buybacks.

• Industrial & Energy Technology segment saw record $14.9B in orders and sixth consecutive year of RPO growth; Oilfield Services & Equipment revenue declined 8% but maintained resilient margins.

• Executed strategic transactions: joint venture with Cactus Wellhead, sale of Precision Sensors & Instrumentation, acquisition of Continental Disc Corporation, and announced intent to acquire Chart Industries.

• Advanced sustainability with a 29.3% reduction in Scope 1 & 2 GHG emissions since 2019 and $600M invested in R&D.

• Board focused on disciplined execution of multi-year strategy, portfolio management, and succession planning.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for 2026.

• Approval of 2026 Long-Term Incentive Plan and Second Amended and Restated Employee Stock Purchase Plan.

Board of directors and corporate governance

• Board comprises 10 nominees, 9 of whom are independent; all committees are fully independent.

• Board skills include 100% with finance/accounting and cybersecurity experience, 80% with industry experience, and 70% with environmental/safety expertise.

• Board refreshment ongoing: six new independent directors since 2020; average tenure is five years.

• Lead Independent Director role established with defined responsibilities; annual board and committee evaluations conducted.

• Mandatory retirement age of 75 and 15-year term limits for directors (except CEO).