2015.05.01 8-K Vote Results


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 6, 2015
 
 
CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact name of registrant as specified in its charter)
 
The Netherlands
(State or other jurisdiction of incorporation)
 
1-12815
N.A.
(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: 31-70-373-2010
 
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 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.
The following matters were voted upon and adopted at the 2015 Annual Meeting of Shareholders of Chicago Bridge & Iron Company N.V. (the “Company”) held on May 6, 2015:
1.
Election of Philip K. Asherman, L. Richard Flury and W. Craig Kissel as members of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2018.
 
First Nominee
Second Nominee
Abstain
Broker Non-Votes
(a)
Philip K. Asherman
Luciano Reyes
 
 
 
59,447,637
515,089
1,494,577
27,772,138
 
 
 
 
 
(b)
L. Richard Flury
Westley S. Stockton
 
 
 
60,462,804
697,753
296,746
27,772,138
 
 
 
 
 
(c)
W. Craig Kissel
Stephen H. Dimlich, Jr.
 
 
 
58,093,330
3,084,699
279,274
27,772,138
2.
Approval, by non-binding vote, of the compensation of the Company’s named executive officers.
 
For
 
53,996,994

 
Against
 
5,880,513

 
Abstain
 
1,579,796

 
Broker Non-Votes
 
27,772,138

3.
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, 2014.
 
For
 
87,419,504

 
Against
 
308,252

 
Abstain
 
1,501,685

 
Broker Non-Votes
 
—

4.
Approval of the final dividend for the year ended December 31, 2014 in an amount of $0.28 per share, which has previously been paid out to shareholders in the form of interim dividends.
 
For
 
87,472,206

 
Against
 
266,446

 
Abstain
 
1,490,789

 
Broker Non-Votes
 
—

5.
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, 2014.
 
For
 
53,915,010

 
Against
 
6,015,818

 
Abstain
 
1,526,475

 
Broker Non-Votes
 
27,772,138





6.
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, 2014.
 
For
 
53,952,469

 
Against
 
6,051,161

 
Abstain
 
1,453,673

 
Broker Non-Votes
 
27,772,138

7.
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, 2015.
 
For
 
87,320,175

 
Against
 
470,727

 
Abstain
 
1,438,539

 
Broker Non-Votes
 
—

8.
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 November 6, 2016 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
 
61,040,199

 
Against
 
241,456

 
Abstain
 
175,648

 
Broker Non-Votes
 
27,772,138

9.
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 May 6, 2020.
 
For
 
43,417,347

 
Against
 
17,804,122

 
Abstain
 
235,834

 
Broker Non-Votes
 
27,772,138

10.
Approval of the Amended and Restated Chicago Bridge & Iron Company Incentive Compensation Program.
 
For
 
57,551,784

 
Against
 
2,367,442

 
Abstain
 
1,538,077

 
Broker Non-Votes
 
27,772,138






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 8, 2015
 
By: 
/s/ Michael S. Taff
 
 
 
 
Michael S. Taff
Managing Director
(Principal Financial Officer)