UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2013
WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-34259 | 30-0513080 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4400 Post Oak Parkway, Suite 1000, Houston, Texas | 77027 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(713) 403-8000
(Registrant’s Telephone Number, Including Area Code)
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 21, 2013, Willbros Group, Inc. (the “Company”), held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 49,630,465 shares of the Company’s common stock were entitled to vote as of April 1, 2013, the record date for the Annual Meeting. There were 45,198,540 shares present, in person or by proxy, at the Annual Meeting (or 91.1% of the outstanding shares), at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal One — Election of Directors
The stockholders voted to elect three Class II Directors to serve for a term of three years expiring at the annual meeting of stockholders in 2016 and until their successors shall be duly elected and qualified. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| John T. McNabb, II |
39,814,669 | 638,670 | 147,545 | 4,597,656 | ||||||||||||
| Robert L. Sluder |
35,754,860 | 2,955,759 | 1,890,265 | 4,597,656 | ||||||||||||
| S. Miller Williams |
38,502,777 | 1,949,562 | 148,545 | 4,597,656 | ||||||||||||
Proposal Two — Advisory Vote to Approve
Named Executive Officer Compensation
The stockholders voted to approve, on an advisory basis, named executive officer compensation. The results of the vote were as follows:
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 33,028,894 |
4,554,839 | 3,017,151 | 4,597,656 | |||||||||
Proposal Three — Ratification of Appointment of Independent
Registered Public Accounting Firm
The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013. The results of the vote were as follows:
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 44,363,209 |
641,625 | 193,706 | -0- | |||||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WILLBROS GROUP, INC. | ||||||
| Date: May 24, 2013 | By: | /s/ Van A. Welch | ||||
| Van A. Welch | ||||||
| Executive Vice President and Chief Financial Officer | ||||||