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DVR > SEC Filings for DVR > Form 8-K on 16-May-2013All Recent SEC Filings

Show all filings for CAL DIVE INTERNATIONAL, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CAL DIVE INTERNATIONAL, INC.


16-May-2013

Change in Directors or Principal Officers, Amendments to Articles of


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

(e) At the Annual Meeting of Stockholders held on May 14, 2013, the stockholders of Cal Dive International, Inc. (the "Company") approved the Cal Dive International, Inc. 2013 Stock Incentive Plan (the "Plan").

The compensation committee of the board of directors of the Company will generally administer the Plan, and has the authority to grant awards under the Plan, including setting the terms of the awards. Incentives under the Plan may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards. A total of 4,800,000 shares of the Company's common stock are authorized to be issued under the Plan.

This brief summary of Plan terms is qualified in its entirety by the terms of the Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 14, 2013, the Company amended its Amended and Restated Certificate of Incorporation to remove in its entirety Article XII thereof, which contained limitations on foreign ownership and control of the Company's capital stock and foreign status of certain officers and directors. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.



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

At the Annual Meeting of Stockholders held on May 14, 2013, the following proposals were adopted by the margins indicated:

1. To elect two Class I directors, each to serve until the annual meeting of stockholders of the Company to be held in 2016 and until his succession is duly elected and has qualified:

                                            WITHHOLD    BROKER
                                    FOR     AUTHORITY  NON-VOTE

                  John B. Reed   64,328,076 1,794,306 18,388,633

David E. Preng 64,286,076 1,836,306 18,388,633

In addition to Messrs. Reed and Preng, the following directors continue to serve on our board following the Annual Meeting: Quinn J. Hébert, Todd A. Dittmann and John T. Mills.

2. To approve, on an advisory basis, the compensation of the Company's Named Executive Officers:

BROKER
FOR AGAINST ABSTAIN NON-VOTE
63,114,258 1,695,383 1,312,741 18,388,633


3. To approve the Cal Dive International, Inc. 2013 Stock Incentive Plan:

BROKER
FOR AGAINST ABSTAIN NON-VOTE
56,670,467 8,257,060 1,194,855 18,388,633

4. To approve the issuance of up to 46,122,990 shares of the Company's common stock upon conversion of the Company's 5.00% Convertible Senior Notes due 2017:

BROKER
FOR AGAINST ABSTAIN NON-VOTE
63,661,029 2,262,564 198,789 18,388,633

5. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to remove in its entirety Article XII thereof:

BROKER
FOR AGAINST ABSTAIN NON-VOTE
64,621,711 1,318,637 182,034 18,388,633

6. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013:

FOR AGAINST ABSTAIN
83,942,974 524,712 43,329



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.


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