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 7, 2013
Dresser-Rand Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32586 | 20-1780492 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number | (I.R.S. Employer Identification Number) |
| 10205 Westheimer Road, Houston, Texas | 77042 | |
| 112 Avenue Kleber, Paris, France | 75784 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (713) 354-6100 (Houston) | |||||
| +33 156 267171 (Paris) |
Not Applicable
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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. |
On May 7, 2013, Dresser-Rand Group Inc. (the “Company”) held its Annual Meeting of Stockholders. Four proposals were submitted to a vote of the stockholders, each of which is described in detail in the Company’s 2013 Proxy Statement (the “Proxy Statement”), as filed with the Securities and Exchange Commission on March 25, 2013. A summary of the matters voted upon by stockholders is set forth below.
Proposal 1. Election of Directors.
Stockholders elected each of the eight director nominees to hold office until the 2014 Annual Meeting of Stockholders and until their successors have been elected and qualified based on the following votes:
| Name |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| William E. Macaulay |
62,562,386 | 89,518 | 29,204 | 5,491,821 | ||||||||||||
| Vincent R. Volpe Jr. |
62,563,535 | 88,399 | 29,174 | 5,491,821 | ||||||||||||
| Rita V. Foley |
62,257,037 | 395,162 | 28,909 | 5,491,821 | ||||||||||||
| Louis A. Raspino |
62,257,504 | 416,255 | 29,174 | 5,469,996 | ||||||||||||
| Philip R. Roth |
62,509,419 | 142,515 | 29,174 | 5,491,821 | ||||||||||||
| Stephen A. Snider |
61,904,321 | 747,613 | 29,174 | 5,491,821 | ||||||||||||
| Michael L. Underwood |
62,508,394 | 143,540 | 29,174 | 5,491,821 | ||||||||||||
| Joseph C. Winkler III |
62,200,030 | 451,879 | 29,199 | 5,491,821 | ||||||||||||
Proposal 2. Ratification of Appointment of Independent Registered Public Accountants.
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2013, based upon the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 67,831,670 |
313,983 | 27,276 | 0 | |||||||||
Proposal 3. Advisory Resolution to Approve Executive Compensation.
Stockholders approved, based upon the votes set forth below, the following advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:
“Resolved, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative discussion.”
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 61,836,705 |
810,283 | 34,120 | 5,491,821 | |||||||||
Proposal 4. Approval of the Company’s Performance Goals under the 2008 Stock Incentive Plan.
Stockholders approved the Company’s performance goals under the 2008 Stock Incentive Plan, based upon the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 61,751,076 |
894,714 | 35,318 | 5,491,821 | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRESSER-RAND GROUP INC. | ||||||
| Date: May 7, 2013 | By: | /s/ Mark F. Mai | ||||
| Name: Mark F. Mai | ||||||
| Title: Vice President, General Counsel & Secretary | ||||||