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

Show all filings for FOSTER WHEELER AG



Submission of Matters to a Vote of Security Holders, Other Events, Financial St

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

On May 7, 2014, Foster Wheeler AG (the "Company") held its Annual General Meeting of Shareholders at its offices in Baar, Switzerland.

For Proposals 1 through 3, each of the nominees for election as (i) a director of the Company, (ii) Chairman of the Board of Directors or (iii) a member of the Company's Compensation and Executive Development Committee received the requisite number of votes for election, as applicable. For Proposals 4 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 Company's Proxy Statement which was filed with the Securities and Exchange Commission on April 1, 2014.

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

                                         For            Against         Abstentions   Non-Votes
1.    Re-election of eight
      directors for a one-year
a.    Clayton C. Daley, Jr.            68,613,685          299,652           423,060    8,533,375
b.    Steven J. Demetriou              68,736,310          178,359           421,728    8,533,375
c.    Edward G. Galante                68,555,597          355,822           424,978    8,533,375
d.    John M. Malcolm                  63,596,271        5,314,851           425,275    8,533,375
e.    J. Kent Masters                  68,688,146          225,442           422,809    8,533,375
f.    Stephanie S. Newby               68,729,580          182,776           424,041    8,533,375
g.    Henri Philippe Reichstul         63,325,932        5,586,104           424,361    8,533,375
h.    Maureen B. Tart-Bezer            68,603,946          309,979           422,472    8,533,375

2.    Election of Steven J.
      Demetriou as Chairman of the
      Board of Directors               68,812,178           98,122           426,097    8,533,375

3.    Election of the Compensation
      and Executive Development
      Committee of the Board of
a.    Clayton C. Daley, Jr.            68,439,578          480,740           416,079    8,533,375
b.    Edward G. Galante                68,386,181          535,029           415,187    8,533,375
c.    Henri Philippe Reichstul         63,770,922        5,148,382           417,093    8,533,375
d.    Maureen B. Tart-Bezer            68,443,153          477,705           415,539    8,533,375

4.    Re-election of
      PricewaterhouseCoopers AG,
      Zurich, Switzerland as the
      Company's independent
      auditor for 2014                 76,757,583          694,281           417,908            0

5.    Ratification (on a
      non-binding basis) of the
      appointment of
      PricewaterhouseCoopers LLP
      as the Company's independent
      registered public accounting
      firm for 2014                    76,738,040          712,598           419,134            0

6.    Advisory approval of
      executive compensation           45,188,337       23,692,680           455,380    8,533,375

7.    Election of Sandro Tobler as
      independent proxy                77,028,717          280,738           560,317            0

8.    Approval of the Company's
      2013 Swiss Annual Report
      (including the Audited
      Consolidated Financial
      Statements and the Audited
      Statutory Financial
      Statements of the Company
      for 2013)                        77,463,100          156,155           250,517            0

9.    Approval of release from
      capital contributions
      reserves and distribution of
      dividend                         77,539,753          160,716           169,303            0

10.   Grant of discharge from
      liability to the Company's
      Board of Directors and
      executive officers for 2013      75,704,388          906,304         1,259,080            0

Item 8.01. Other Events.

On May 7, 2014, the Company issued a press release announcing that at its Annual General Meeting of Shareholders, the Company's shareholders approved the payment of a cash dividend of $0.40 per registered share to shareholders listed on the Company's share register on May 7, 2014.

Attached hereto as Exhibit 99.1 and incorporated by reference is the press release referred to above, which contains additional information concerning the matters discussed above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

No. Description of Exhibit
99.1 Press Release of Foster Wheeler AG, dated May 7, 2014

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