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 23, 2011
WILLBROS GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-11953 |
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30-0513080 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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4400 Post Oak Parkway, Suite 1000, Houston, Texas
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77027 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 403-8000
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Not Applicable
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| (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:
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))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2011, Willbros Group, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). A
total of 48,549,240 shares of the Company’s common stock were entitled to vote as of April 6, 2011,
the record date for the Annual Meeting. There were 36,778,898 shares present, in person or by
proxy, at the Annual Meeting (or 75.8% of the outstanding shares), at which the stockholders were
asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at
the Annual Meeting, and the final voting results of each such proposal.
Proposal One — Election of Directors
The stockholders voted to elect three Class III Directors to serve for a term of three years
expiring at the annual meeting of stockholders in 2014 and until their successors shall be duly
elected and qualified. The results of the vote were as follows:
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Broker |
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For |
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Against |
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Abstain |
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Non-Votes |
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William B. Berry |
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34,933,232 |
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1,177,289 |
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668,377 |
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-0- |
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Arlo B. DeKraai |
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36,138,340 |
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424,296 |
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216,262 |
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-0- |
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Daniel E. Lonergan |
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29,845,489 |
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3,238,870 |
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3,694,539 |
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-0- |
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Proposal Two — Advisory Vote to Approve
Named Executive Officer Compensation
The stockholders voted to approve, on an advisory basis, named executive officer compensation.
The results of the vote were as follows:
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Broker |
| For |
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Against |
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Abstain |
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Non-Votes |
19,640,255
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16,519,649
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618,994
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-0- |
Proposal Three — Advisory Vote on Frequency of Advisory
Vote on Compensation of Named Executive Officers
The stockholders expressed a preference for the option of once every year as the preferred
frequency for the holding of future advisory votes on compensation of named executive officers.
The results of the vote were as follows:
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Broker |
| 1 Year |
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2 Years |
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3 Years |
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Abstain |
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Non-Votes |
| 32,984,820
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61,674
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2,859,789
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872,615
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-0- |
Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation
The Board of Directors of the Company recommended that the stockholders vote to conduct future
advisory votes on executive compensation every year. In light of the voting
results and the Board’s recommendation, the Company has decided that it will include a stockholder
advisory vote on named executive officer compensation in its proxy materials every year until the
next required vote on the frequency of stockholder votes on named executive officer compensation.
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