8-K

 

 

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)