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):         April 20, 2011



INSITUFORM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)


Delaware
 
0-10786
 
13-3032158
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)


17988 Edison Avenue, Chesterfield, Missouri
   
63005
(Address of principal executive offices)
   
(Zip Code)


Registrant’s telephone number,
including area code                              (636) 530-8000                                           

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:

[  ]
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))

 
 
 


 


Item 5.07          Submission of Matters to a Vote of Security Holders

Insituform Technologies, Inc. (the “Company”) held its 2011 Annual Meeting (the “Annual Meeting”) of Stockholders on April 20, 2011.  Six proposals were submitted to the Company’s stockholders at the Annual Meeting.  The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 18, 2011.  The final results for the votes regarding each proposal are set forth below.

1.           The stockholders elected eight directors to the Company’s Board of Directors to hold office for a one-year term until the annual meeting of stockholders in 2012 or until their successors are duly elected and qualified.  The votes regarding this proposal were as follows:
 
   Director
Votes For
Votes Withheld
J. Joseph Burgess
28,978,938
564,696
Stephen P. Cortinovis
28,964,448
579,186
Stephanie A. Cuskley
29,156,022
387,612
John P. Dubinsky
29,158,197
385,437
Charles R. Gordon
29,159,727
383,907
Juanita H. Hinshaw
28,821,322
722,312
M. Richard Smith
29,129,825
413,809
Alfred L. Woods
28,956,277
587,357

2.           The stockholders approved adoption of the 2011 Non-Employee Director Equity Plan.  The votes regarding this proposal were as follows:
 
 
Votes For
Votes
Against
 
Abstained
Broker
Non-Votes
27,451,622
2,013,717
78,295
2,778,780

3.           The stockholders approved adoption of the 2011 Executive Performance Plan.  The votes regarding this proposal were as follows:
 
 
Votes For
Votes
Against
 
Abstained
Broker
Non-Votes
28,828,376
645,934
69,324
2,778,780

            4.           The stockholders approved an advisory resolution relating to executive compensation.  The votes regarding this proposal were as follows:

 
Votes For
Votes
Against
 
Abstained
Broker
Non-Votes
29,169,810
234,278
139,546
2,778,780


 
 

 


 
            5.        The Company’s stockholders indicated their preference for the advisory vote on executive compensation to be held annually. The votes regarding this proposal were as follows:
 
One Year:
 
Two Years
 
Three Years
 
Abstain
 
Broker
Non-Votes
25,888,007
 
266,768
 
3,207,432
 
8,506
 
2,951,701

6.           The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the year ending December 31, 2011.  The votes regarding this proposal were as follows:

 
Votes For
Votes
Against
 
Abstained
Broker
Non-Votes
31,808,897
422,881
90,636
0
 
In light of the voting results with respect to the frequency of stockholder votes on executive compensation, the Company’s Board of Directors has decided that the Company will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of stockholder votes on the compensation of executives. The Company is required to hold votes on frequency every six years.

 
 

 

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 undersigned hereunto duly authorized.

  INSITUFORM TECHNOLOGIES, INC.  
   
 
 
 
 
By:
/s/ David F. Morris  
   
David F. Morris
 
   
Senior Vice President, General Counsel
 
    and Chief Administrative Officer  

Date:  April 22, 2011