Slb Limited

This advisory proposal requests shareholder approval of the compensation paid to SLB’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables, and accompanying narrative. Management seeks this non-binding endorsement to validate its pay-for-performance philosophy and to signal alignment between executive incentives and company strategic priorities—namely free cash flow margin, ROCE, and TSR—alongside quantitative non-financial goals (emissions intensity reduction and gender balance). The Compensation Committee emphasizes a high portion of at-risk pay (PSUs and STI) and a diversified LTI structure (absolute FCF margin and relative ROCE and TSR PSUs plus time-based RSUs) designed to align long-term executive incentives with shareholder returns and capital efficiency. The Board points to strong prior shareholder support (approximately 94.5% in 2025) as evidence that the program is well-received and cites specific design elements—clawback policy enhancements, stock ownership and holding requirements, no hedging or pledging, and rigorous peer benchmarking—to justify continuation. While the vote is advisory and non-binding, the Board will review and consider the voting outcome when making future compensation decisions, which gives investors influence over program design without mandating specific changes. Potential investor concerns include the size and mix of pay, the use of relative TSR metrics that can be affected by external market factors, and the plan’s maximum payout opportunities; management responds by highlighting multi-metric structure, significant at-risk exposure, and disclosures of performance outcomes. In evaluating this proposal, sophisticated analysts should weigh the robustness of performance metrics, disclosure quality (detailed CD&A and pay-versus-performance tables), historical shareholder support, and whether compensation outcomes reflect realized shareholder value over relevant cycles. The Board recommends a FOR vote, arguing that the current framework balances retention, incentive alignment, and shareholder interests while allowing flexibility to adjust based on shareholder feedback.

This management proposal asks shareholders to approve SLB’s audited consolidated balance sheet and consolidated statement of income for 2025 and to ratify the Board’s dividend declarations in 2025, following PwC’s completion of audit procedures. Management and the Audit Committee view shareholder approval as customary corporate housekeeping that also provides investor assurance regarding the integrity and acceptance of the audited results; although not a certification, shareholder approval signals support for the financial reporting and dividend policy executed during the year. The Board emphasizes that PwC conducted the audits and that the Audit Committee reviewed and recommended inclusion of the audited consolidated financial statements in the 2025 Form 10-K. In context, the requested approval covers material results that underpin executive compensation decisions, capital allocation (including >$4 billion returned to shareholders in 2025), and the Company’s strategic narrative—topics of interest to governance-focused investors. Analysts should note that while approval is typically routine, it affords an opportunity for investors to register concerns about accounting treatments, the effect of the ChampionX acquisition (closed in Q3 2025), or dividend sustainability in light of cash generation and capital priorities. The Board recommends a FOR vote, citing robust free cash flow generation and a strong audit process; dissenting voices would need to raise specific accounting or disclosure issues with the Audit Committee. From a risk perspective, the vote does not materially change governance but is part of the Company’s transparency and accountability mechanisms; investors evaluating management performance should consider these audited results alongside non-GAAP reconciliations and the Audit Committee’s disclosures about charges and other items. The Board’s request for approval is routine yet material to the corporate record and investor information set used for future governance and compensation decisions.

This management proposal seeks shareholder approval to amend and restate SLB’s 2017 Omnibus Stock Incentive Plan to add 40 million shares to the plan’s reserved pool, increasing available shares from 5,624,351 to 45,624,351. Management frames the request as necessary to attract, retain, and motivate employees globally, and to preserve flexibility in equity incentive design across different instruments (PSUs, RSUs, options, SARs, and cash awards). The Board approved the amendment conditionally and emphasizes no other substantive plan changes beyond updating the company name and administrative clarifications. Key governance considerations include dilution (the post-amendment reserve would represent ~3.04% of outstanding shares as of Feb 11, 2026), limitations on reissuance mechanics (e.g., exclusions for net-settled SARs, prohibitions on repricing without shareholder approval), and minimum vesting rules with a 5% carve-out for accelerated awards—factors shareholders will weigh against the need to maintain a competitive equity currency. The Compensation Committee argues that remaining unallocated shares were low (5.6 million) and would be insufficient for ongoing grant practices, and that approval will avoid constraining retention and incentive programs; opponents may raise concerns about potential dilution and burn rate, so analysts should examine historical grant pacing, burn rate (0.52% in 2025), and grant recipients. The required vote is a majority of votes cast, and brokers lack discretion to vote on this non-routine matter—so retail and instructed institutional participation matters for outcome. The Board recommends a FOR vote, citing employee retention, competitive positioning, and the Committee’s governance controls around award terms and shareholder protections.