UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2011
Chicago Bridge & Iron Company N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
| 1-12815 (Commission File Number) |
N.A. (IRS Employer Identification No.) |
| Oostduinlaan 75 2596 JJ The Hague |
||
| The Netherlands (Address of principal executive offices) |
N.A. (Zip Code) |
Registrant’s telephone number, including area code: 31-70-3732010
N.A.
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following (See General Instruction A.2 below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 o CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 o CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 4, 2011, Chicago Bridge & Iron Company N.V. (the “Company”) held its Annual General Meeting
of Shareholders (the “Annual Meeting”). The following matters were voted upon and adopted at the
Annual Meeting:
1. Election of Gary L. Neale as a member of the Supervisory Board to serve until the Annual
General Meeting of Shareholders in 2013 and until his successor has been duly appointed.
| First Nominee | Second Nominee | |||||
| Gary L. Neale | Luciano Reyes | Abstain | Broker Non-Votes | |||
| 68,575,690 | 150,016 | 1,173,212 | 13,860,648 |
2. Election of J. Charles Jennett as a member of the Supervisory Board to serve until the
Annual General Meeting of Shareholders in 2013 and until his successor has been duly appointed.
| First Nominee | Second Nominee | |||||
| J. Charles Jennett | Westley S. Stockton | Abstain | Broker Non-Votes | |||
| 68,567,072 | 179,340 | 1,152,506 | 13,860,648 |
3. Election of Larry D. McVay as a member of the Supervisory Board to serve until the Annual
General Meeting of Shareholders in 2014 and until his successor has been duly appointed.
| First Nominee | Second Nominee | |||||
| Larry D. McVay | David L. King | Abstain | Broker Non-Votes | |||
| 69,011,708 | 412,311 | 474,899 | 13,860,648 |
4. Election of Marsha C. Williams as a member of the Supervisory Board to serve until the
Annual General Meeting of Shareholders in 2014 and until his successor has been duly appointed.
| First Nominee | Second Nominee | |||||
| Marsha C. Williams | Luke V. Scorsone | Abstain | Broker Non-Votes | |||
| 68,507,169 | 256,524 | 1,135,225 | 13,860,648 |
The following other members of the Supervisory Board have terms of office continuing after the
Annual Meeting: Philip K. Asherman, L. Richard Flury, and W. Craig Kissel.
5. Approval, by non-binding vote, of the compensation of the Company’s named executive
officers
For
|
67,743,879 | |||
Against
|
1,872,326 | |||
Abstain
|
282,713 | |||
Broker Non-Votes
|
13,860,648 |
6. Recommendation, by non-binding vote, of the frequency of the advisory vote on the
compensation of the Company’s named executive officers.
1 Year
|
48,982,116 | |||
2 Years
|
3,567,816 | |||
3 Years
|
17,133,477 | |||
Abstain
|
215,509 |
The Supervisory Board has directed that the Company include a shareholder advisory (non-binding)
vote on executive compensation in its 2012 proxy statement.
7. Authorization of the preparation of the Company’s Dutch statutory annual accounts and the
annual report of its Management Board in the English language and the adoption of the Company’s
Dutch statutory annual accounts for the year ended December 31, 2010.
For
|
69,370,936 | |||
Against
|
35,554 | |||
Abstain
|
492,428 | |||
Broker Non-Votes
|
0 |
8. Discharge of the sole member of the Company’s Management Board from liability in respect of
the exercise of its duties during the year ended December 31, 2010.
For
|
67,960,115 | |||
Against
|
1,573,143 | |||
Abstain
|
365,660 | |||
Broker Non-Votes
|
0 |
9. Discharge of the members of the Company’s Supervisory Board from liability in respect of
the exercise of their duties during the year ended December 31, 2010.
For
|
68,152,374 | |||
Against
|
1,377,831 | |||
Abstain
|
368,713 | |||
Broker Non-Votes
|
0 |
10. Extension of the authority of the Company’s Management Board, acting with the approval of
the Supervisory Board, to repurchase up to 10% of its issued share capital until November 4, 2012
on the open market, through privately negotiated transactions or in one or more self tender offers
for a price per share not less than the nominal value of a share and not higher than 110% of the
most recently available (as of the time of repurchase) price of a share on any securities exchange
where our shares are traded.
For
|
69,322,774 | |||
Against
|
445,739 | |||
Abstain
|
130,405 | |||
Broker Non-Votes
|
13,860,648 |
11. Appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm, who will audit its accounts for the year ending December 31, 2011.
For
|
69,703,659 | |||
Against
|
167,627 | |||
Abstain
|
27,632 | |||
Broker Non-Votes
|
0 |
12. Approval of the extension of the authority of the Company’s Supervisory Board to issue
shares and/or grant rights to acquire its shares (including options to subscribe for shares), never
to exceed the number of authorized but unissued shares, and to limit or exclude the preemptive
rights of shareholders with respect to the issuance of shares and/or the grant of the right to
acquire shares, until May 4, 2016.
For
|
50,271,058 | |||
Against
|
19,513,595 | |||
Abstain
|
114,265 | |||
Broker Non-Votes
|
13,860,648 |
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.
| CHICAGO BRIDGE & IRON COMPANY N.V. By: Chicago Bridge & Iron Company B.V. Its: Managing Director |
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| Date: May 10, 2011 | By: | /s/ RONALD A. BALLSCHMIEDE | ||
| Ronald A. Ballschmiede | ||||
| Managing Director (Principal Financial Officer) |
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