<PAGE> 1
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 26, 2000
BAKER HUGHES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-9397 76-0207995
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3900 ESSEX LANE
HOUSTON, TEXAS 77027-5177
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 439-8600
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Company's Annual Meeting of Stockholders was held on April 26, 2000
(1) to elect four Class III members of the Board of Directors to serve for
three-year terms and to elect two Class II members of the Board of Directors to
serve for two-year terms, (2) to consider a stockholder proposal to implement
or increase activity on the MacBride Principles with respect to the Company's
operations in Northern Ireland and (3) to consider a stockholder proposal
requesting that the Board of Directors be declassified.
The four Class III directors who were so elected are Victor G. Beghini,
Eunice M. Filter, Claire W. Gargalli and James F. McCall. The two Class II
directors who were so elected are Lester M. Alberthal, Jr. and Joe B. Foster.
The directors whose term of office continued after the Annual Meeting are
Joseph T. Casey, Richard D. Kinder, H. John Riley, Jr., Charles L. Watson and
Max P. Watson, Jr. The number of affirmative votes and the number of votes
withheld for the directors so elected were:
NUMBER OF NUMBER OF VOTES
NAME AFFIRMATIVE VOTES WITHHELD
- ---- ----------------- --------
Victor G. Beghini.................... 271,486,737 3,144,578
Eunice M. Filter..................... 271,621,975 3,009,340
Claire W. Gargalli................... 271,630,552 3,000,763
James F. McCall...................... 271,509,372 3,121,943
Lester M. Alberthal, Jr.............. 271,544,346 3,086,969
Joe B. Foster........................ 271,611,263 3,020,052
The number of affirmative votes, the number of negative votes, the number
of abstentions and the number of broker non-votes with respect to the approval
of the stockholder proposals were as follows:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
AFFIRMATIVE NEGATIVE BROKER
VOTES VOTES ABSTENTIONS NON-VOTES
----- ----- ----------- ---------
<S> <C> <C> <C> <C>
Proposal regarding Northern
Ireland........................... 56,836,429 183,317,343 9,119,603 25,357,940
Proposal regarding classified
board............................. 194,273,151 53,729,693 2,278,135 25,350,336
</TABLE>
-2-
<PAGE> 3
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.
BAKER HUGHES INCORPORATED
By: /s/ DANIEL J. CHURAY
---------------------------------
Daniel J. Churay
Assistant Secretary
Date: May 9, 2000
-3-
