UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ___)

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required
	Fee paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2023 Highlights

^$33.14 billion total revenue	Safety and Sustainability
^$2.0 billion returned to shareholders through dividends and share repurchases	Safety and Sustainability
^$4.20 billion net income attributable to SLB		Fatality-Free operations
^$8.11 billion adjusted EBITDA⁺		15% Scope 1 & 2 emissions intensity reduction* vs 2022
^$6.64 billion cash flow from operations		13% Scope 3 emissions intensity reduction* vs 2022
^$4.04 billion free cash flow⁺		More than ^$1 billion of revenue generated by Transition Technologies™ portfolio

Inclusivity and Culture

40%	30%	24.6%	Launched new Code of Conduct
of Board committees chaired by women	women in executive leadership	women in salaried population	Together with Integrity




+ See Appendix A for non-GAAP reconciliations
* Excludes acquired Aker Solutions subsea business

A Message from the Board of Directors

February 22, 2024

Dear SLB Shareholder,

2023 was a remarkable year at SLB—marked by widespread revenue growth, margin expansion, and exceptional cash flow. As a result, we returned $2.0 billion to shareholders in 2023 through dividends and share repurchases. We also recently increased our dividend by 10%, our third increase in the past two years and reflecting a cumulative 120% increase since the beginning of 2022. Furthermore, we announced plans to increase share repurchases in 2024, as we target to return more than $2.5 billion to shareholders in 2024.

During the year, our Board concluded a multi-year board refreshment exercise by appointing Mr. Jim Hackett as our new independent Board Chair. Mr. Hackett brings extensive knowledge of the global energy industry, both as the former Chairman and CEO of a global energy production and midstream company, and through his extensive governance experience as a board chair and director at numerous public companies serving the energy industry. This appointment demonstrates SLB’s commitment to balanced and ongoing board succession planning, with half of our non-executive director nominees joining the Board since 2021, bringing expertise in areas that are strategic for SLB.

We are actively embedding sustainability in everything we do, redefining the role that a global technology company in energy can play in the transition. In 2023, we reduced our emissions intensity—the amount of carbon emissions produced per dollar of revenue—across Scope 1, 2, and 3, in support of SLB’s 2025 emission reduction commitment. Further, our Transition Technologies™ portfolio generated more than $1 billion of revenue in 2023, as SLB continues to become our customers’ partner of choice for enhancing efficiency and reducing emissions.

Finally, we achieved our lowest recordable injury rate and highest level of operational reliability on record. These accomplishments are driving customer satisfaction and value creation for SLB, our customers, and our shareholders.

Overall, our impressive full-year results showcase SLB’s continued ability to deliver superior earnings, generate exceptional cash flows, and maintain a strong balance sheet. These achievements are a testament to the performance of our teams of dedicated women and men across the globe, the support of our partners, and the loyalty of our customers.

We thank you for your investment in SLB and for the opportunity to serve you and our Company as directors.

Sincerely,

Your Board of Directors

All references in this proxy statement to “SLB,” “the Company,” “we,” or “our” are to Schlumberger Limited (Schlumberger N.V.) and its subsidiaries.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, goal, target, ambition, will, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include, but are not limited to, changing global economic and geopolitical conditions; changes in exploration and production spending by SLB’s customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of SLB’s customers and suppliers; SLB’s inability to achieve its financial and performance targets and other forecasts and expectations; SLB’s inability to achieve net-zero carbon emissions goals or interim emissions reduction goals; general economic, geopolitical, and business conditions in key regions of the world; the ongoing conflict in Ukraine; foreign currency risk; inflation; changes in monetary policy by governments; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; operational modifications, delays, or cancellations; challenges in SLB’s supply chain; production declines; the extent of future charges; SLB’s inability to recognize efficiencies and other intended benefits from its business strategies and initiatives, such as digital or new energy, as well as its cost reduction strategies; changes in government regulations and regulatory requirements, including those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, and climate-related initiatives; the inability of technology to meet new challenges in exploration; the competitiveness of alternative energy sources or product substitutes; and other risks and uncertainties detailed in SLB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (2023 Annual Report), and other filings that we make with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (ESG) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

For definitions of adjusted EBITDA, free cash flow, free cash flow margin, and net debt, as well as reconciliations of these non-GAAP measures to their most comparable GAAP measures, see Appendix A.

Emissions intensity data in this proxy statement do not reflect the impact of the Aker Solutions subsea business, which was acquired in the fourth quarter of 2023.

Notice of 2024
Annual General Meeting
of Shareholders

	Items of Business

	1.	Election of 11 director nominees.
	2.	Advisory “say-on-pay” approval of our executive compensation.
	3.	Approval of certain annual financial statements for the year ended December 31, 2023.
	4.	Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP.

	Such other matters as may properly be brought before the meeting.

	By order of the Board of Directors,

	Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 22, 2024

Wednesday, April 3, 2024

9:00 a.m. Curaçao time

Curaçao Marriott Beach Resort
John F Kennedy Boulevard, 3, Piscadera Bay
Willemstad, Curaçao

Record Date

February 7, 2024

How to Cast Your Vote

Please refer to the enclosed proxy materials or to the information forwarded by your bank, broker, or other nominee to determine which voting methods are available to you. Shareholders with shares registered in their names with SLB’s transfer agent may authorize a proxy:

		By Internet www.proxypush.com/SLB		By Telephone (866) 240-5191

		By Mail Sign, date, and mail your proxy card

If you are a beneficial holder of SLB common stock, you should follow any instructions provided by your bank, broker, or other nominee. See “Information About the Meeting” in this proxy statement.

Proxy Voting

Your vote is very important. Whether or not you plan to attend the annual general meeting in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. Brokers are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Important Notice of Internet Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on April 3, 2024

This Notice, the Proxy Statement, the Notice of Internet Availability of Proxy Materials (Notice of Internet Availability), and our 2023 Annual Report are each available free of charge at https://investorcenter.slb.com and www.proxydocs.com/SLB.

Table of Contents

Proxy Summary	6
Voting at the 2024 Annual General Meeting	6
2023 Performance Highlights	7
Our Director Nominees	8
Governance Highlights	8
2023 Executive Compensation Highlights	9

Leader in Global Diversity	10

Item 1. Election of Directors	12
Skills and Experience of Our Director Nominees	12

Corporate Governance	19
New Independent Chair	19
Leadership Structure	19
New SLB Code of Conduct Launched in 2023	19
Effective Board Oversight of Risk Management	20
Proactive Shareholder Engagement	22
Director Selection and Qualifications	22
Comprehensive Director Orientation and Education	23
Rigorous Evaluation Processes	24
Board Committees	24
Meeting Attendance	25
Director Independence	25
Corporate Governance Guidelines	26
Certain Relationships and Related Person Transactions	26
Compensation Committee Interlocks and Insider Participation	26
How to Communicate with Our Board	26

Director Compensation	27

Stock Ownership Information	29

ITEM 2. Advisory Approval of Our Executive Compensation	31
Compensation Committee Report	31

Compensation Discussion and Analysis	32
2023 Compensation Decisions and Results	33
Framework for Setting 2023 Executive Compensation	34
Elements of 2023 Total Compensation	36
Other Aspects of Our Executive Compensation Program	46
Executive Compensation Governance	48

Executive Compensation Tables	50
Summary Compensation Table	50
Grants of Plan-Based Awards in 2023	51
Outstanding Equity Awards at Year-End 2023	52
Option Exercises and Stock Vested in 2023	53
Pension Benefits	54
Nonqualified Deferred Compensation	55
Potential Payments Upon Termination or Change in Control	57
Equity Compensation Plan Information	59
CEO Pay Ratio	59

Pay vs. Performance Comparison	60

ITEM 3. Approval of Financial Statements and Dividends	63

ITEM 4. Ratification of Appointment of Independent Auditors for 2024	64
Audit Committee Report	65

Information About the Meeting	66

Appendix A	A-1

2024 Proxy Statement

Back to Contents

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should carefully review this entire proxy statement and our 2023 Annual Report before voting.

Voting at the 2024 Annual General Meeting

The 2024 Annual General Meeting of Shareholders (the 2024 AGM) will be held at:

Meeting Date:	Wednesday, April 3, 2024
Place:	Curaçao Marriott Beach Resort John F Kennedy Boulevard, 3, Piscadera Bay Willemstad, Curaçao
Time:	9:00 a.m. Curaçao time
Record Date:	February 7, 2024

Each shareholder of record at the close of business on February 7, 2024 (the record date) is entitled to one vote for each share registered in that shareholder’s name. If your shares are registered in your name with SLB’s transfer agent, you may vote in person at the 2024 AGM, or you may authorize a proxy to vote your shares by one of the following methods:

By Internet
www.proxypush.com/SLB

By Telephone
(866) 240-5191

By Mail
Sign, date, and mail your proxy card

If you are a “beneficial” owner of SLB common stock—which means you held your shares on the record date through a broker, bank, or other nominee—you should follow the voting instructions provided by your bank, broker, or nominee.

If you plan to attend the 2024 AGM in person, see “Information About the Meeting” beginning on page 66 for the requirements for admission to the meeting. Whether or not you plan to attend the 2024 AGM in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting.

Voting Matters

Item		Our Board’s Recommendation	Vote Required for Election / Approval	Refer to Page
1	Election of 11 director nominees to our Board of Directors (the Board).	FOR each nominee	Majority of votes cast for nominee	12
2	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	31
3	Approval of our consolidated balance sheet at December 31, 2023, our consolidated statement of income for the year ended December 31, 2023, and the declarations of dividends by our Board in 2023.	FOR	Majority of votes cast	63
4	Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditor for 2024.	FOR	Majority of votes cast	64

This proxy statement is first being made available to our shareholders on or about February 22, 2024.

2024 Proxy Statement

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2023 Performance Highlights

“A remarkable year of broad, resilient, and durable growth.
Our performance and returns-focused strategy, combined with
our differentiated market positioning and digital capabilities,
will drive profitable growth and further margin expansion,
building on our strong foundation for long-term growth.”

Olivier Le Peuch, SLB CEO

In 2023, SLB fulfilled the Company’s full-year financial targets, surpassing our revenue target and generating exceptional cash flows.

2023 Financial Performance Highlights

^$33.14 billion		^$2.0 billion
revenue +18% year on year		returned to shareholders through dividends and share repurchases
^$4.20 billion		^$6.64 billion
net income attributable to SLB +22% year on year		cash flow from operations +78% year on year
^$8.11 billion		^$4.04 billion
adjusted EBITDA⁺ +25% year on year		free cash flow⁺ +185% year on year
16%		1.0X
return on capital employed highest level since 2014		net-debt-to-adjusted-EBITDA⁺ ratio lowest level since 2016

2023 financial performance across our Core business, comprising Reservoir Performance, Well Construction, and Production Systems, was fueled by strong growth in the international and offshore markets. SLB continued to benefit from long-cycle developments, capacity expansions, and exploration and appraisal activities, particularly in the Middle East, where revenue reached a record high, and across offshore basins in Brazil, Angola, US Gulf of Mexico, Guyana, and Norway.

Digital continued its strong growth momentum, delivering more than $2 billion in revenue in 2023. Our success in Digital was driven by further adoption of our new digital technology platforms—comprised of cloud, edge, and AI—as more customers embrace the integration of connected and autonomous, data, and AI solutions.

And in New Energy—which offers a significant opportunity to use SLB’s experience and scale to drive innovation for a low-carbon economy beyond oil and gas—we continued building businesses and forging partnerships across industries to focus on five key areas: carbon capture and storage, geothermal and geoenergy, critical minerals, energy storage, and hydrogen.

As we advanced these three engines of growth, we also continued to deliver for our customers and stakeholders by achieving our lowest recordable injury rate and highest level of operational reliability on record. This is also reflected in industry surveys, where we are growing customer satisfaction through performance and value creation.

On our road map to net zero, we reduced emissions intensity—the amount of carbon emissions produced per dollar of revenue—across Scope 1, 2, and 3, in support of SLB’s 2025 emission reduction commitment. And we saw continued adoption by our customers of our Transition Technologies portfolio, which generated more than $1 billion of revenue in 2023.

Finally, we continued to demonstrate our commitment to superior shareholder returns. We returned $2.0 billion to shareholders in 2023 in the form of dividends and share repurchases, and we announced plans to increase share repurchases in 2024, as we target to return more than $2.5 billion to shareholders in 2024.

With momentum across our three engines of growth and our returns-focused strategy in place, we look forward to building on this success and delivering value for our shareholders in the years ahead.

+ See Appendix A for definitions of adjusted EBITDA, free cash flow, and net debt, as well as reconciliations to their most comparable GAAP measures.

2024 Proxy Statement

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Our Director Nominees



Peter Coleman	Patrick de La Chevardière	Miguel Galuccio	Jim Hackett
Former CEO and	Former Chief Financial Officer	Chairman and CEO	President
Managing Director	TotalEnergies SE	Vista	Tessellation Services
Woodside Petroleum Ltd.



Olivier Le Peuch	Samuel Leupold	Tatiana Mitrova	Maria Moræus Hanssen
Chief Executive Officer	Former Chief Executive Officer	Research Fellow	Former Deputy CEO
SLB	Ørsted Wind Power A/S	SIPA Center on Global	and COO
		Energy Policy	Wintershall Dea GmbH
		Columbia University



Vanitha Narayanan	Jeff Sheets	Ulrich Spiesshofer
Former Chairman and	Former EVP and CFO	Former President and CEO
Managing Director	ConocoPhillips	ABB Ltd.
IBM India

Governance Highlights

New Independent Board Chair appointed in 2023

No staggered board; all directors are elected annually

Fully independent Audit, Compensation, and Nominating and Governance committees

Regular executive sessions of non-employee directors

Majority vote standard for uncontested director elections

Annual performance evaluations of Board, its committees, and individual directors

99% average Board attendance in 2023

Launched new Code of Conduct – Together with Integrity in 2023

40% of Board committees are chaired by female directors

Demonstrated commitment to Board refreshment, with half of non-executive director nominees joining since 2021

Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first

No hedging or pledging of our stock by SLB executives or directors

Robust stock ownership guidelines for SLB executives and directors

No lobbying or making financial or in-kind contributions to political parties or candidates

Proactive shareholder engagement

2024 Proxy Statement

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2023 Executive Compensation Highlights

Below is a summary of key elements of our 2023 executive compensation program, as further detailed under “Compensation Discussion and Analysis” (the CD&A) beginning on page 32 of this proxy statement.

Diversified LTI Program Structure with Rigorous PSU Performance Targets

In 2023, our NEOs continued to receive a mix of long-term incentive (LTI) grants, with 75% of their target LTI opportunity awarded in the form of performance share units (PSUs), and 25% awarded in the form of three-year, time-based restricted stock units (RSUs). As in 2022, payout under the 2023 PSUs will be contingent on achieving rigorous absolute free cash flow margin (FCF margin), relative return on capital employed (ROCE), and relative total shareholder return (TSR) performance goals over a three-year period.

Strategy-Focused STI Program with Emissions Reduction Objectives for All NEOs

In 2023, we continued to tie 70% of our NEOs’ target short-term incentive (STI) opportunity to Company financial goals—namely, full-year adjusted EBITDA and free cash flow—to ensure our executives remained focused on profitable, sustainable growth. In addition, we incorporated into our 2023 STI plan a new quantitative component focused on reducing our Scope 3 emissions intensity and improving gender diversity.

Performance-Aligned LTI and STI Payouts

Our NEOs’ LTI award payouts in 2023 were based on SLB’s strong multi-year ROCE results, as well as achieving target under our three-year FCF margin PSUs, partially offset by below-target relative TSR performance. Our NEOs also earned performance-aligned 2023 STI payouts based on SLB’s strong adjusted EBITDA and exceptional free cash flow results, together with key sustainability and workforce diversity achievements during the year.

Long-Term Equity Incentive Results

Short-Term Cash Incentive Results

Total LTI Award Payout — 127% — Our NEOs earned total LTI payouts of 127% of target with respect to their three-year LTI awards (including RSUs vested at 100%) that were granted in 2021 and vested in January 2024.

Target FCF Margin PSU Payout — Our NEOs earned 100% of the target shares of SLB stock under the FCF margin PSUs that they received in 2021, because SLB achieved its target three-year, cumulative FCF margin⁺of 10.0%.

Strong Relative and Absolute ROCE Results — Our NEOs earned 250% of the target shares of SLB stock under the ROCE PSUs they received in 2021, based on SLB’s average annual ROCE for the three-year performance period, which was 477 bps above the average ROCE of the comparator group, together with SLB’s absolute 2023 ROCE of 16%.

Below-Target TSR Payout — Our NEOs earned 59% of the target shares of SLB stock under the TSR PSUs they received in 2021. This payout was based on SLB’s relative TSR percentile rank of 41% as compared to the three-year cumulative TSR results achieved by eight comparator companies in our core industry.

Average STI Payout — 151% — Our NEOs earned an average 2023 cash incentive payout of 151% of target.

Adjusted EBITDA⁺— $8.107 billion — Our 2023 adjusted EBITDA of $8.107 billion represented a 25% increase over 2022, resulting in achievement of 119% of the target payout.

Free Cash Flow⁺— $4.038 billion — Our 2023 free cash flow of $4.038 billion represented a 185% increase over 2022, resulting in achievement of 243% of the target payout.

Achieved Emissions and Gender Diversity Targets — In 2023, we reduced our Scope 3 emissions intensity by 13%* year on year. We also increased our percentage of women in salaried roles from 23.8% at year-end 2022 to 24.6% at year-end 2023. As a result, our NEOs earned 100% of the target payout.

+	See Appendix A
*	Excludes acquired Aker Solutions subsea business

2024 Proxy Statement

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Leader in Global Diversity

Workforce Diversity

As a leading global technology company that operates in more than 100 countries, with a workforce of approximately 111,000 people from diverse backgrounds, cultures, and nationalities, one of SLB’s greatest strengths is the diversity of our people. We believe that our ability to attract, develop, motivate, and retain a highly competent and diverse workforce has been paramount to our success for many decades. We recognize that cultivating diversity and promoting inclusion are essential to attracting the best talent from around the world and enabling creativity and innovation to drive business success.

Our long-standing commitment to national and cultural diversity is reflected in our workforce composition and our philosophy to recruit and develop people from the communities in which we operate. Our workforce nationality mix generally aligns with the revenue derived from the countries in which we work, as reflected in the charts below. This fosters a culture that is global in outlook, yet local in practice. With nearly 200 nationalities represented in SLB, and nine nationalities among our ten-member executive leadership team,our organization is a tapestry of various cultural backgrounds and perspectives.

SLB also recognizes the importance of gender diversity as a source of creativity, innovation, and competitive advantage. We are committed to leading our industry in this area and, in this regard, a number of years ago we established goals of having women represent 25% of our salaried workforce by 2025 and 30% by 2030. Our 2025 and 2030 targets include executive roles and all other salaried positions. Women represented 30% of our executive leadership team and 24.6% of our salaried workforce at year-end 2023.

Finally, as SLB is a truly global company with a rich legacy of national and cultural diversity, it is important that we do not limit our definitions of racial and ethnic diversity to the common classifications used in the United States. With respect to our U.S.-based employees and executives, our most recent EEO-1 Report is available on SLB’s website at https://www.slb.com/about/who-we-are/diversity-and-inclusion.

9 nationalities among executive leadership

30% women on SLB executive leadership team

40% of Board committees chaired by female directors

SLB does not make employment decisions, including decisions regarding hiring, promotion and compensation, on the basis of any legally protected characteristic, including nationality, race, or gender, but is focused on making opportunities to excel accessible to all. We implement this goal by adhering to employment laws in each of the countries in which we operate.

2024 Proxy Statement

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Board Diversity

A key component to the Board’s effective governance is its commitment to provide oversight and perspectives reflecting a diversity of independent views.

The members of SLB’s diverse Board represent ten nationalities spanning five continents. Three SLB directors are women—two of whom hold Board leadership positions chairing its Nominating and Governance and New Energy and Innovation committees. Our directors have an average age of 60 and have served on our Board for an average of four years.

The Nominating and Governance Committee supports SLB’s diversity ambition for its Board to reflect the gender, racial, and ethnic, cultural and geographical diversity of SLB’s global operations. As such, the Board seeks out women and nationally, racially

A Message from the Board of Directors

Dear SLB Shareholder,

Notice of 2024 Annual General Meeting of Shareholders

Proxy Summary

Voting at the 2024 Annual General Meeting

Voting Matters

2023 Performance Highlights

Our Director Nominees

Governance Highlights

2023 Executive Compensation Highlights

Leader in Global Diversity

Workforce Diversity

Board Diversity

Notice of 2024
Annual General Meeting
of Shareholders

SEC Form DEF 14A filed by Schlumberger N.V.