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): August 2, 2018
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, Houston, Texas U.S.A. 77056
62 Buckingham Gate, London, United Kingdom SW1E 6AJ
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) 513-2000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Directors
On August 2, 2018, upon the recommendation of the Nominating and Governance Committee of the Board of Directors of Schlumberger Limited (the “Company,” and such board, the “Board”), the Board appointed Mr. Mark Papa and Ms. Tatiana Mitrova as new directors in accordance with the Company’s Articles of Incorporation. The appointment of each new director is effective October 16, 2018. Mr. Papa and Ms. Mitrova will each serve as a director until the next annual general meeting of the Company’s stockholders, and will be subject to election by the vote of stockholders of the Company at such meeting.
The Board expects to appoint each of Mr. Papa and Ms. Mitrova to one or more committees of the Board at a later date. As of the filing of this Report, the Board has not determined the committee assignments for Mr. Papa or Ms. Mitrova, nor has the Company determined whether Mr. Papa or Ms. Mitrova, or any member of their immediate family, has any material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K. The Company will provide the foregoing information by filing an amendment to this Report after the information is determined or becomes available.
Each of Mr. Papa and Ms. Mitrova will participate in the Company’s non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the SEC on March 2, 2018, and will be eligible for a pro-rated portion of the Company’s non-employee director compensation for fiscal 2018. In addition, each of Mr. Papa and Ms. Mitrova have entered into the Company’s standard form of director indemnity agreement. The form of the indemnity agreement was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2013.
SIGNATURES
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 duly authorized undersigned.
SCHLUMBERGER LIMITED
/s/ Saul R. Laureles
Saul R. Laureles
Assistant Secretary
Date: August 6, 2018