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FI > SEC Filings for FI > Form 8-K on 16-May-2014All Recent SEC Filings

Show all filings for FRANK'S INTERNATIONAL N.V.

Form 8-K for FRANK'S INTERNATIONAL N.V.


16-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amended and Restated Articles of Association
On May 14, 2014, Frank's International N.V. (the "Company") amended and restated
its Articles of Association (as amended, the "Articles"), effective as of May
14, 2014 immediately upon the approval by the Company's shareholders (as
described below). The amendments effected the following changes:

         the authorized capital of the Company was increased from EUR 2,400,000
          to EUR 7,980,960;


         a clarification that the Company's board of managing directors (the
          "Management Board"), with approval by the Company's board of
          supervisory directors (the "Supervisory Board"), has the authority to
          determine the reservation and distribution of the Company's profits
          (remaining after the payment of the dividend on the Company's preferred
          stock), giving the Management Board, with approval by the Supervisory
          Board, the ability to resolve to pay quarterly dividends, annual
          dividends and other distributions;


         the removal of the general fifteen days' notice period for convening
          shareholder meetings, since applicable law and New York Stock Exchange
          regulations may require a different period;


         the inclusion of a provision as required under Dutch law to enable the
          Company to apply a record date (known under Dutch law as a
          "registration date") when convening a shareholders meeting, which
          according to Dutch law as presently in force is required to be the
          twenty-eighth day before the day of the meeting; and


         an amendment to the liquidation proceeds clause in the Articles in
          order to clarify that upon the liquidation of the Company, the
          entitlement of the holders of the Company's preferred stock will be
          limited to their unpaid dividends for previous years, the pro rata
          dividend for the current year and the nominal amount paid for those
          shares and whatever sum remains will be paid to the holders of the
          Company's common shares in proportion to their shareholdings.

The foregoing description of the amendments is not complete and is qualified in its entirety by reference to the full text of the Articles, as amended and restated, which is filed as Exhibit 3.1 to this Current Report on 8-K and incorporated in this Item 5.03 by reference.



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

The Company held an annual meeting of its common and preferred shareholders (the "Annual Meeting") on May 14, 2014. At the Annual Meeting, the Company's shareholders were requested to: (1) elect six directors to the Supervisory Board to serve until the Company's annual meeting of shareholders in 2015; (2) discuss the annual report for the fiscal year ended December 31, 2013, including the corporate governance paragraph, to confirm and ratify the preparation of the Company's statutory annual accounts and annual report in the English language and to confirm and adopt the annual accounts for the fiscal year ended December 31, 2013; (3) discharge the sole member of the Management Board from liability in respect of the exercise of its duties during the fiscal year ended December 31, 2013; (4) discharge the members of the Company's Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2013; (5) appoint PricewaterhouseCoopers Accountants N.V. as our auditor who will audit the statutory annual accounts of the Company for the fiscal year ending December 31, 2014 as required by Dutch law; (6) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014; (7) approve the remuneration policy for the Management Board as proposed by the Supervisory Board; (8) approve the remuneration of the members of the Supervisory Board; (9) approve and ratify the interim dividends on the common shares declared and paid in the fourth quarter of 2013 and the first quarter of 2014; (10) approve and resolve certain amendments to the Articles: 10(A) - Amendments to Article 4 of the Articles; 10(B) - Amendments to Article 32 of the Articles; 10(C) - Amendments to Article 35 of the Articles; 10(D) - Amendments to Articles 40 and 41 of the Articles; 10(E) - Amendments to Article 44 of the Articles; and (11) transact such other business as may properly come before the annual meeting or any adjournment thereof.


The following are the final voting results on the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company's proxy statement filed with the Securities and Exchange Commission on March 31, 2014:

1. Each of the directors that were nominated for election by the Supervisory Board and the Company's Management Board was elected to serve until the Company's 2015 annual meeting of shareholders or until their successors are elected and qualified or upon the earlier of their death, disability, resignation or removal. Votes regarding the election of these directors were as follows:

                                                 BROKER NON-
NOMINEE                VOTES FOR     WITHHELD       VOTES
Donald Keith Mosing   185,297,430   16,526,055        -
Kirkland D. Mosing    185,349,733   16,473,752        -
Steven B. Mosing      185,351,640   16,471,845        -
Sheldon R. Erikson    201,351,644    471,841          -
Michael C. Kearney    201,358,288    465,197          -
Gary P. Luquette      201,357,568    465,917          -

2. The proposal to confirm and ratify the preparation of the Company's statutory annual accounts and annual report in the English language and to confirm and adopt the annual accounts for the fiscal year ended December 31, 2013 was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
201,812,917 5,972 4,596 -

3. The proposal to discharge the sole member of the Company's Management Board from liability in respect of the exercise of its duties during the fiscal year ended December 31, 2013 was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
199,559,707 2,247,464 16,314 -

4. The proposal to discharge the members of the Company's Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2013 was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
199,554,078 2,252,119 17,288 -

5. The proposal to appoint PricewaterhouseCoopers Accountants N.V. as our auditor who will audit the statutory annual accounts of the Company for the fiscal year ending December 31, 2014 as required by Dutch law was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
201,428,481 390,208 4,796 -

6. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
201,428,911 389,678 4,896 -


7. The proposal to approve the remuneration policy for the Management Board as proposed by the Supervisory Board was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
197,330,829 2,211,292 2,281,364 -

8. The proposal to approve the remuneration of the members of the Supervisory Board was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
201,692,303 117,178 14,004 -

9. The proposal to approve and ratify the interim dividends on the common shares declared and paid in the fourth quarter of 2013 and the first quarter of 2014 was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
201,814,509 3,245 5,731 -

10. The proposals to approve and resolve certain amendments to the Articles:
10(A) - Amendments to Article 4 of the Articles; 10(B) - Amendments to Article 32 of the Articles; 10(C) - Amendments to Article 35 of the Articles; 10(D) - Amendments to Articles 40 and 41 of the Articles; 10(E) - Amendments to Article 44 of the Articles were each approved. The voting results of each of the proposals were as follows:

PROPOSAL    VOTES FOR    VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
 10(A)     201,781,490      22,234           19,761               -
 10(B)     201,782,297      23,477           17,711               -
 10(C)     201,781,397      24,377           17,711               -
 10(D)     201,575,366      231,208          16,911               -
 10(E)     201,781,923      24,051           17,511               -



Item 8.01 Other Events.

On May 14, 2014, the Board approved a cash dividend of $0.075 per share (subject to applicable Dutch dividend withholding tax) to all common stockholders of record as of May 30, 2014, and with a payment date on June 20, 2014, as part of its regular quarterly cash dividend program.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
 Number  Description of the Exhibit
         Deed of Amendment to the Articles of Association of Frank's
  3.1    International N.V. dated May 14, 2014.


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