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DRC > SEC Filings for DRC > Form 8-K on 7-May-2013All Recent SEC Filings

Show all filings for DRESSER-RAND GROUP INC. | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

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

On May 7, 2013, Dresser-Rand Group Inc. (the "Company") held its Annual Meeting of Stockholders. Four proposals were submitted to a vote of the stockholders, each of which is described in detail in the Company's 2013 Proxy Statement (the "Proxy Statement"), as filed with the Securities and Exchange Commission on March 25, 2013. A summary of the matters voted upon by stockholders is set forth below.

Proposal 1. Election of Directors.

Stockholders elected each of the eight director nominees to hold office until
the 2014 Annual Meeting of Stockholders and until their successors have been
elected and qualified based on the following votes:

Name                                  Votes For        Votes Against       Abstentions       Broker Non-Votes
William E. Macaulay                    62,562,386              89,518            29,204              5,491,821
Vincent R. Volpe Jr.                   62,563,535              88,399            29,174              5,491,821
Rita V. Foley                          62,257,037             395,162            28,909              5,491,821
Louis A. Raspino                       62,257,504             416,255            29,174              5,469,996
Philip R. Roth                         62,509,419             142,515            29,174              5,491,821
Stephen A. Snider                      61,904,321             747,613            29,174              5,491,821
Michael L. Underwood                   62,508,394             143,540            29,174              5,491,821
Joseph C. Winkler III                  62,200,030             451,879            29,199              5,491,821

Proposal 2. Ratification of Appointment of Independent Registered Public Accountants.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2013, based upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 67,831,670 313,983 27,276 0

Proposal 3. Advisory Resolution to Approve Executive Compensation.

Stockholders approved, based upon the votes set forth below, the following advisory resolution to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement:

"Resolved, that the Company's stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative discussion."

Votes For Votes Against Abstentions Broker Non-Votes 61,836,705 810,283 34,120 5,491,821

Proposal 4. Approval of the Company's Performance Goals under the 2008 Stock Incentive Plan.

Stockholders approved the Company's performance goals under the 2008 Stock Incentive Plan, based upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 61,751,076 894,714 35,318 5,491,821

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