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 30, 2014
Chicago Bridge & Iron Company N.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | 1-12815 | N.A. | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Prinses Beatrixlaan 35 2595 AK The Hague The Netherlands |
N.A. | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 31-70-3732010
N.A.
(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):
| ¨ | 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.
The following matters were voted upon and adopted at the 2014 Annual Meeting of Shareholders of Chicago Bridge & Iron Company N.V. (the “Company”) held on April 30, 2014:
| 1. | Election of James H. Miller as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2016 and until his successor has been duly appointed. |
| First Nominee James H. Miller |
Second Nominee Westley S. Stockton |
Abstain | Broker Non-Votes | |||||||||||
| 75,097,474 | 3,026,497 | 268,341 | 16,017,172 | |||||||||||
| 2. | Election of James R. Bolch as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2017 and until his successor has been duly appointed. |
| First Nominee James R. Bolch |
Second Nominee Luciano Reyes |
Abstain | Broker Non-Votes | |||||||||||
| 77,767,184 | 321,515 | 303,613 | 16,017,172 | |||||||||||
| 3. | Election of Larry D. McVay as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2017 and until his successor has been duly appointed. |
| First Nominee Larry D. McVay |
Second Nominee Stephen H. Dimlich, Jr. |
Abstain | Broker Non-Votes | |||||||||||
| 77,906,543 | 200,044 | 285,725 | 16,017,172 | |||||||||||
| 4. | Election of Marsha C. Williams as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2017 and until her successor has been duly appointed. |
| First Nominee Marsha C. Williams |
Second Nominee Travis L. Stricker |
Abstain | Broker Non-Votes | |||||||||||
| 77,186,091 | 548,072 | 658,149 | 16,017,172 | |||||||||||
| 5. | Election of Chicago Bridge & Iron Company B.V. as sole member of the Management Board to serve until the Annual General Meeting of Shareholders in 2018 and until its successor has been duly appointed. |
| First Nominee Chicago Bridge & Iron Company B.V. |
Second Nominee Lealand Finance Company B.V. |
Abstain | Broker Non-Votes | |||||||||||
| 77,890,056 | 313,546 | 188,710 | 16,017,172 | |||||||||||
| 6. | Approval, by non-binding vote, of the compensation of the Company’s named executive officers. |
| For |
76,295,807 | |||
| Against |
1,783,747 | |||
| Abstain |
312,758 | |||
| Broker Non-Votes |
16,017,172 |
| 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, 2013. |
| For |
93,722,086 | |||
| Against |
112,272 | |||
| Abstain |
575,126 | |||
| Broker Non-Votes |
0 |
| 8. | Approval of the final dividend for the year ended December 31, 2013 in an amount of $0.20 per share, which has previously been paid out to shareholders in the form of interim dividends. |
| For |
94,210,195 | |||
| Against |
79,337 | |||
| Abstain |
119,952 | |||
| Broker Non-Votes |
0 |
| 9. | 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, 2013. |
| For |
89,191,039 | |||
| Against |
4,673,014 | |||
| Abstain |
545,431 | |||
| Broker Non-Votes |
0 |
| 10. | Discharge of the members of the Company’s Supervisory Board from liability in respect of the exercise of their supervisory duties during the year ended December 31, 2013. |
| For |
89,151,936 | |||
| Against |
4,707,715 | |||
| Abstain |
549,833 | |||
| Broker Non-Votes |
0 |
| 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, 2014. |
| For |
93,856,793 | |||
| Against |
414,315 | |||
| Abstain |
138,376 | |||
| Broker Non-Votes |
0 |
| 12. | Approval of the Chicago Bridge & Iron 2008 Long-Term Incentive Plan. |
| For |
75,625,448 | |||
| Against |
2,569,534 | |||
| Abstain |
197,330 | |||
| Broker Non-Votes |
16,017,172 |
| 13. | Extension of the authority of the Company’s Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of the Company’s issued share capital until October 30, 2015 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 |
78,044,321 | |||
| Against |
141,381 | |||
| Abstain |
206,610 | |||
| Broker Non-Votes |
16,017,172 |
| 14. | Approval of the extension of the authority of the Company’s Supervisory Board to issue shares and/or grant rights to acquire the Company’s 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 April 30, 2019. |
| For |
61,630,994 | |||
| Against |
16,638,643 | |||
| Abstain |
122,675 | |||
| Broker Non-Votes |
16,017,172 |
| 15. | Approval of the compensation of the members of the Company’s Supervisory Board. |
| For |
61,784,365 | |||
| Against |
16,323,194 | |||
| Abstain |
284,753 | |||
| Broker Non-Votes |
16,017,172 |
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 | |||||
| Date: May 7, 2014 | By: | /s/ Ronald A. Ballschmiede | ||||
| Ronald A. Ballschmiede Managing Director (Principal Financial Officer) | ||||||