Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - FOSTER WHEELER AG | v377494_ex99-1.htm |
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 7, 2014
FOSTER WHEELER AG
(Exact Name of Registrant as Specified in Its Charter)
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Switzerland (State or Other Jurisdiction of Incorporation) |
001-31305 (Commission File Number) |
98-0607469 (IRS Employer Identification No.) |
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Shinfield Park, Reading, Berkshire RG2 9FW, United Kingdom (Address of Principal Executive Offices) |
RG2 9FW (Zip Code) |
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Registrant’s telephone number, including area code: +44 118 913 1234 | |
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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):
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 CFR 240.14d-2(b))
o 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, 2014, Foster Wheeler AG (the “Company”) held its Annual General Meeting of Shareholders at its offices in Baar, Switzerland.
For Proposals 1 through 3, each of the nominees for election as (i) a director of the Company, (ii) Chairman of the Board of Directors or (iii) a member of the Company’s Compensation and Executive Development Committee received the requisite number of votes for election, as applicable. For Proposals 4 through 10 presented at the Annual General Meeting of Shareholders, each proposal was approved by the requisite number of votes of the Company's shareholders. The proposals are described in detail in the Company’s Proxy Statement which was filed with the Securities and Exchange Commission on April 1, 2014.
The voting results for each Proposal at the Annual General Meeting were as follows:
| Broker | |||||||||||||||
| For | Against | Abstentions | Non-Votes | ||||||||||||
| 1. | Re-election of eight directors for a one-year term | ||||||||||||||
| a. | Clayton C. Daley, Jr. | 68,613,685 | 299,652 | 423,060 | 8,533,375 | ||||||||||
| b. | Steven J. Demetriou | 68,736,310 | 178,359 | 421,728 | 8,533,375 | ||||||||||
| c. | Edward G. Galante | 68,555,597 | 355,822 | 424,978 | 8,533,375 | ||||||||||
| d. | John M. Malcolm | 63,596,271 | 5,314,851 | 425,275 | 8,533,375 | ||||||||||
| e. | J. Kent Masters | 68,688,146 | 225,442 | 422,809 | 8,533,375 | ||||||||||
| f. | Stephanie S. Newby | 68,729,580 | 182,776 | 424,041 | 8,533,375 | ||||||||||
| g. | Henri Philippe Reichstul | 63,325,932 | 5,586,104 | 424,361 | 8,533,375 | ||||||||||
| h. | Maureen B. Tart-Bezer | 68,603,946 | 309,979 | 422,472 | 8,533,375 | ||||||||||
| 2. | Election of Steven J. Demetriou as Chairman of the Board of Directors | 68,812,178 | 98,122 | 426,097 | 8,533,375 | ||||||||||
| 3. | Election of the Compensation and Executive Development Committee of the Board of Directors | ||||||||||||||
| a. | Clayton C. Daley, Jr. | 68,439,578 | 480,740 | 416,079 | 8,533,375 | ||||||||||
| b. | Edward G. Galante | 68,386,181 | 535,029 | 415,187 | 8,533,375 | ||||||||||
| c. | Henri Philippe Reichstul | 63,770,922 | 5,148,382 | 417,093 | 8,533,375 | ||||||||||
| d. | Maureen B. Tart-Bezer | 68,443,153 | 477,705 | 415,539 | 8,533,375 | ||||||||||
| 4. | Re-election of PricewaterhouseCoopers AG, Zurich, Switzerland as the Company’s independent auditor for 2014 | 76,757,583 | 694,281 | 417,908 | 0 | ||||||||||
| 5. | Ratification (on a non-binding basis) of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014 | 76,738,040 | 712,598 | 419,134 | 0 | ||||||||||
| 6. | Advisory approval of executive compensation | 45,188,337 | 23,692,680 | 455,380 | 8,533,375 | ||||||||||
| 7. | Election of Sandro Tobler as independent proxy | 77,028,717 | 280,738 | 560,317 | 0 | ||||||||||
| 8. | Approval of the Company’s 2013 Swiss Annual Report (including the Audited Consolidated Financial Statements and the Audited Statutory Financial Statements of the Company for 2013) | 77,463,100 | 156,155 | 250,517 | 0 | ||||||||||
| 9. | Approval of release from capital contributions reserves and distribution of dividend | 77,539,753 | 160,716 | 169,303 | 0 | ||||||||||
| 10. | Grant of discharge from liability to the Company’s Board of Directors and executive officers for 2013 | 75,704,388 | 906,304 | 1,259,080 | 0 | ||||||||||
| Item 8.01. | Other Events. |
On May 7, 2014, the Company issued a press release announcing that at its Annual General Meeting of Shareholders, the Company’s shareholders approved the payment of a cash dividend of $0.40 per registered share to shareholders listed on the Company’s share register on May 7, 2014.
Attached hereto as Exhibit 99.1 and incorporated by reference is the press release referred to above, which contains additional information concerning the matters discussed above.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release of Foster Wheeler AG, dated May 7, 2014 |
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.
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FOSTER WHEELER AG |
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| DATE: May 8, 2014 | By: | /s/ Michelle K. Davies | |
| Michelle K. Davies | |||
| Corporate Secretary | |||
EXHIBIT INDEX
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Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release of Foster Wheeler AG, dated May 7, 2014 |