8-K

DRESSER-RAND GROUP INC.

Date: May 7, 2013

/s/ Mark F. Mai

Name: Mark F. Mai

Title: Vice President, General Counsel & Secretary

8-K 1 d533102d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2013

Dresser-Rand Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32586

20-1780492

(State or other jurisdiction

of incorporation)

Commission File Number

(I.R.S. Employer Identification

Number)


10205 Westheimer Road, Houston, Texas		77042
112 Avenue Kleber, Paris, France		75784
(Address of principal executive offices)		(Zip Code)


		Registrant’s telephone number, including area code:		(713) 354-6100 (Houston)
				+33 156 267171 (Paris)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.