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 16, 2013
General Cable Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 001-12983 | 06-1398235 | ||
(State or other jurisdiction |
(Commission |
(IRS Employer |
4 Tesseneer Drive, Highland Heights, Kentucky |
41076-9753 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: |
(859) 572-8000 |
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:
⃞ 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
(a) On May 16, 2013, General Cable Corporation (the “Company”) held its 2013 Annual Meeting of Stockholders.
(b) The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities Exchange Commission on March 28, 2013. The results of the stockholder vote are as follows:
Proposal 1 — Election of a Director
The stockholders elected each of the following nominees to serve as a director to hold office until the 2013 Annual Meeting of Stockholders or until his successor is duly elected and qualified.
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Gregory B. Kenny | 42,285,774 | 845,947 | 2,486,247 | 2,486,247 | ||||
Gregory E. Lawton | 39,417,086 | 3,714,635 | 2,486,247 | 2,486,247 | ||||
Craig P. Omtvedt | 39,165,532 | 3,966,189 | 2,486,247 | 2,486,247 | ||||
Patrick M. Prevost | 39,531,906 | 3,599,815 | 2,486,247 | 2,486,247 | ||||
Robert L. Smialek | 39,413,588 | 3,718,133 | 2,486,247 | 2,486,247 | ||||
John E. Welsh, III | 39,433,951 | 3,697,770 | 2,486,247 | 2,486,247 |
Proposal 2 — Ratification of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, to Audit General Cable’s 2013 Consolidated Financial Statements and Internal Controls Over Financial Reporting
The stockholders ratified the appointment of Deloitte & Touche LLP to audit the Company’s 2013 consolidated financial statements and internal controls over financial reporting.
For | Against | Abstain | |||
44,724,623 | 641,131 | 252,214 |
Proposal 3 — Advisory Vote on Executive Compensation
The stockholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and the Summary Compensation Table contained in the Company’s Proxy Statement.
For | Against | Abstain | Broker Non-Votes | ||||
41,972,546 | 890,157 | 269018 | 2,486,247 |
Proposal 4 — Re-approval of the Performance Goals under the 2008 Annual Incentive Plan
The stockholders approved a resolution reapproving the performance goals under the General Cable Corporation 2008 Incentive Plan, as amended and restated.
For | Against | Abstain | Broker Non-Votes | ||||
42,175,040 | 536,615 | 420,066 | 2,486,247 |
Item 7.01 Regulation FD Disclosure.
On May 20, 2013, the Company issued a press release announcing that its Board of Directors (the “Board”) has approved the payment of a quarterly dividend of $0.18 per share to be paid on June 28, 2013 to all shareholders of record as of June 10, 2013 and the extension of the Company’s existing $125 million, one-year share repurchase program adopted in October 2012 through the end of fiscal year 2013. The Company also disclosed that it intends to pay quarterly dividends on its common shares subject to, among other things, the best interest of its shareholders, results of operations, cash balances and future cash requirements, financial condition, and other factors that may be relevant.
A copy of the Press Release is furnished herewith as Exhibit 99 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
List below the financial statements, pro forma financial information and exhibits, if any, furnished as part of this report.
(d) The Exhibit furnished in this report is listed in the Index to Exhibits.
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.
|
GENERAL CABLE CORPORATION |
|||
May 20, 2013 |
By: |
/s/ Robert J. Siverd |
||
Name: |
Robert J. Siverd |
|||
Title: |
Executive Vice President, General Counsel and |
|||
Secretary |
INDEX TO EXHIBITS
Exhibit |
Method |
|||
Number |
Description |
of Filing |
||
99 |
General Cable Corporation Press Release dated May 20, 2013 |
Furnished Herewith |
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