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): May 10, 2011
Cal Dive International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-33206
(Commission File Number)
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61-1500501
(IRS Employer Identification No.)
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2500 CityWest Boulevard, Suite 2200
Houston, Texas
(Address of principal executive offices)
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77042
(Zip Code)
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(713) 361-2600
(Registrant’s telephone number, including area code)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders held on May 10, 2011, the following proposals were adopted by the margins indicated:
1. To elect two Class II directors, each to serve until the annual meeting of stockholders of the Company to be held in 2014 and until his succession is duly elected and has qualified:
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FOR
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WITHHOLD
AUTHORITY
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ABSTAIN
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BROKER
NON-VOTE
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William L. Transier
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78,303,578
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2,092,284
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0
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6,902,673
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John T. Mills
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77,353,117
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2,525,292
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0
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6,902,673
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In addition to Messrs. Transier and Mills, the following directors continue to serve on our board following the Annual Meeting: Quinn J. Hébert, Todd A. Dittmann, Owen E. Kratz and David E. Preng.
2. To approve, on an advisory basis, the compensation of our Named Executive Officers:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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77,353,117
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1,591,885
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1,450,860
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6,902,673
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3. To approve, on an advisory basis, the frequency of an advisory vote on the compensation of our Named Executive Officers:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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BROKER
NON-VOTE
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65,074,527
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115,216
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13,765,927
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1,440,192
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6,902,673
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In accordance with the results of this vote, the Board of Directors determined to implement an annual advisory vote on the compensation of our 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 such a vote on frequency every six years.
4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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87,178,045
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96,954
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23,536
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0
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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.
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CAL DIVE INTERNATIONAL, INC.
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By:
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/s/ Lisa M. Buchanan
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Lisa M. Buchanan
Executive Vice President,
General Counsel and Secretary
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Date: May 13, 2011