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DRC > SEC Filings for DRC > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for DRESSER-RAND GROUP INC.



Submission of Matters to a Vote of Security Holders

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

On May 6, 2014, Dresser-Rand Group Inc. (the "Company") held its Annual Meeting of Stockholders. Three proposals were submitted to a vote of the stockholders, each of which is described in detail in the Company's 2014 Proxy Statement (the "Proxy Statement"), as filed with the Securities and Exchange Commission on March 24, 2014. 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 2015 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   64,499,627    904,338       4,503       3,133,179
Vincent R. Volpe Jr.  64,578,621    825,295       4,552       3,133,179
Rita V. Foley         64,524,003    879,961       4,503       3,133,180
Louis A. Raspino      63,101,140   2,302,975      4,352       3,133,180
Philip R. Roth        59,967,672   5,436,442      4,352       3,133,181
Stephen A. Snider     63,760,335   1,643,780      4,352       3,133,180
Michael L. Underwood  63,763,698   1,640,417      4,352       3,133,180

Joseph C. Winkler III 63,760,135 1,644,197 4,135 3,133,180

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, 2014, based upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 68,168,721 367,120 5,806 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 63,870,804 1,486,345 52,051 3,132,447

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