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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 4, 2011
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
(Commission File Number)
  N.A.
(IRS Employer Identification No.)
     
Oostduinlaan 75
2596 JJ The Hague
   
The Netherlands
(Address of principal executive offices)
  N.A.
(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):
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 o CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 o CFR 240.13e-4(c))
 
 

 


 

Item 5.07.   Submission of Matters to a Vote of Security Holders.
On May 4, 2011, Chicago Bridge & Iron Company N.V. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). The following matters were voted upon and adopted at the Annual Meeting:
     1. Election of Gary L. Neale as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2013 and until his successor has been duly appointed.
             
First Nominee   Second Nominee        
Gary L. Neale   Luciano Reyes   Abstain   Broker Non-Votes
68,575,690   150,016   1,173,212   13,860,648
     2. Election of J. Charles Jennett as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2013 and until his successor has been duly appointed.
             
First Nominee   Second Nominee        
J. Charles Jennett   Westley S. Stockton   Abstain   Broker Non-Votes
68,567,072   179,340   1,152,506   13,860,648
     3. Election of Larry D. McVay as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2014 and until his successor has been duly appointed.
             
First Nominee   Second Nominee        
Larry D. McVay   David L. King   Abstain   Broker Non-Votes
69,011,708   412,311   474,899   13,860,648
     4. Election of Marsha C. Williams as a member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2014 and until his successor has been duly appointed.
             
First Nominee   Second Nominee        
Marsha C. Williams   Luke V. Scorsone   Abstain   Broker Non-Votes
68,507,169   256,524   1,135,225   13,860,648
The following other members of the Supervisory Board have terms of office continuing after the Annual Meeting: Philip K. Asherman, L. Richard Flury, and W. Craig Kissel.
     5. Approval, by non-binding vote, of the compensation of the Company’s named executive officers
         
For
    67,743,879  
Against
    1,872,326  
Abstain
    282,713  
Broker Non-Votes
    13,860,648  

 


 

     6. Recommendation, by non-binding vote, of the frequency of the advisory vote on the compensation of the Company’s named executive officers.
         
1 Year
    48,982,116  
2 Years
    3,567,816  
3 Years
    17,133,477  
Abstain
    215,509  
The Supervisory Board has directed that the Company include a shareholder advisory (non-binding) vote on executive compensation in its 2012 proxy statement.
     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, 2010.
         
For
    69,370,936  
Against
    35,554  
Abstain
    492,428  
Broker Non-Votes
    0  
     8. 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, 2010.
         
For
    67,960,115  
Against
    1,573,143  
Abstain
    365,660  
Broker Non-Votes
    0  
     9. Discharge of the members of the Company’s Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2010.
         
For
    68,152,374  
Against
    1,377,831  
Abstain
    368,713  
Broker Non-Votes
    0  
     10. Extension of the authority of the Company’s Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of its issued share capital until November 4, 2012 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
    69,322,774  
Against
    445,739  
Abstain
    130,405  
Broker Non-Votes
    13,860,648  
     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, 2011.
         
For
    69,703,659  
Against
    167,627  
Abstain
    27,632  
Broker Non-Votes
    0  
     12. Approval of the extension of the authority of the Company’s Supervisory Board to issue shares and/or grant rights to acquire its 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 4, 2016.
         
For
    50,271,058  
Against
    19,513,595  
Abstain
    114,265  
Broker Non-Votes
    13,860,648  

 


 

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 10, 2011  By:   /s/ RONALD A. BALLSCHMIEDE    
    Ronald A. Ballschmiede   
    Managing Director
(Principal Financial Officer)