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FWLT > SEC Filings for FWLT > Form 8-K on 6-May-2013All Recent SEC Filings

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Form 8-K for FOSTER WHEELER AG


6-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described below under Item 5.07, on May 2, 2013, at the Annual General Meeting of Shareholders of Foster Wheeler AG (the "Company"), shareholders of the Company approved an amendment and restatement of the Foster Wheeler AG Omnibus Incentive Plan (the "Plan") to increase the maximum number of shares that may be granted under the Plan by 3,400,000 shares. A description of the material terms of the Plan is included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2013 (the "Proxy Statement"), which description is incorporated herein by reference. The Plan is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 2, 2013, the Company held its Annual General Meeting of Shareholders at its offices in Baar, Switzerland.

For Proposal 1, each of the nominees for re-election as a director of the Company received the requisite number of votes for re-election. For Proposals 2 through 10 presented at the Annual General Meeting of Shareholders, each proposal was approved by the requisite number of votes of the Company's shareholders. The proposals are described in detail in the Proxy Statement.

The voting results for each Proposal at the Annual General Meeting were as follows:

                                                                                             Broker
                                           For            Against        Abstentions       Non-Votes
1.    Re-Election of three
      directors, for terms expiring
      in 2016 (1)
a.    Steven J. Demetriou                66,751,379        4,895,032          212,840       11,505,667
b.    John M. Malcolm                    59,842,747       11,930,027           86,477       11,505,667
c.    Stephanie S. Newby                 66,665,139        4,966,395          227,717       11,505,667

2.    Re-election of
      PricewaterhouseCoopers AG,
      Switzerland as the Company's
      independent auditor for 2013       82,353,381          886,318          125,219                0

3.    Appointment of BDO AG, Zurich,
      Switzerland as the Company's
      special auditor for a
      three-year term                    82,454,926          756,661          153,331                0

4     Ratification of the
      appointment of
      PricewaterhouseCoopers LLP as
      the Company's independent
      registered public accounting
      firm for 2013                      82,338,747          902,951          123,220                0

5.    Advisory approval of executive
      compensation                       65,610,482        3,885,469        2,363,300       11,505,667

6.    Approval of the Company's 2012
      Swiss Annual Report (including
      Consolidated Financial
      Statements and the Statutory
      Financial Statements of the
      Company for 2012)                  80,104,429          318,735        2,941,754                0

7.    Grant discharge from liability
      to the Company's directors and
      executive officers for 2012        76,849,761        2,849,859        3,665,298                0

8.    Approval of creation of new
      authorized capital in the
      amount of CHF 156,662,382 with
      an expiration date of May 1,
      2015, to partially replace
      expiring authorized capital,
      and an associated amendment to
      the Company's Articles of
      Association                        72,317,335        2,727,380        8,320,203                0

9.    Approval of capital reduction
      through cancellation of
      4,259,429 shares repurchased
      and an associated amendment to
      the Company's Articles of
      Association to reduce the
      Company's share capital in the
      amount of CHF 12,778,287           81,636,266          387,877        1,340,775                0

10.   Approval of the amendment and
      restatement of the Foster
      Wheeler AG Omnibus Incentive
      Plan to increase the maximum
      number of shares that may be
      granted under the Plan             60,640,868       10,778,234          440,149       11,505,667

(1) In addition, the following directors continued to serve after the meeting:
Clayton C. Daley, Jr., Umberto della Sala, Edward G. Galante, J. Kent Masters, Roberto Quarta, Henri Philippe Reichstul and Maureen B. Tart-Bezer.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                   Description

10.1       Foster Wheeler AG Omnibus Incentive Plan, Amended and Restated
           Effective as of May 2, 2013 (Included as Annex B to Foster Wheeler AG's
           Definitive Proxy Statement filed on March 26, 2013 and incorporated
           herein by reference.)

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