0001193125-12-231271.txt : 20120514 0001193125-12-231271.hdr.sgml : 20120514 20120514160452 ACCESSION NUMBER: 0001193125-12-231271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120509 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120514 DATE AS OF CHANGE: 20120514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Great Lakes Dredge & Dock CORP CENTRAL INDEX KEY: 0001372020 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 205336063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33225 FILM NUMBER: 12838712 BUSINESS ADDRESS: STREET 1: 2122 YORK ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 630-574-3000 MAIL ADDRESS: STREET 1: 2122 YORK ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: Great Lakes Dredge & Dock Holdings Corp. DATE OF NAME CHANGE: 20060808 8-K 1 d352502d8k.htm FORM 8-K Form 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 9, 2012

 

 

Great Lakes Dredge & Dock Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33225   20-5336063

(State or other jurisdiction

of Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

2122 York Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 574-3000

(Registrant’s telephone number, including area code)

 

 

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:

 

¨ 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.

The Company held its 2012 Annual Meeting of Shareholders on May 9, 2012. In connection with the meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. Matters voted upon were (1) the election of three directors; (2) the ratification of the Board of Directors’ selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012; (3) the advisory vote on executive compensation and (4) the approval of the performance criteria for awards under the 2007 Long Term Incentive Plan, as amended and restated (the “2007 LTIP”). A total of 55,141,157 votes were cast. The results with respect to each matter are set out below:

a) In an uncontested election, each of the three nominees of the Board of Directors were elected for a three-year term expiring on the date of the annual meeting in 2015. The votes were as follows:

 

Director Nominee

    For      Withheld      Broker non-votes  

Bruce J. Biemeck

      38,268,487         9,181,491         7,691,179   

Stephen H. Bittel

      46,124,646         1,325,332         7,691,179   

Jason G. Weiss

      41,914,243         5,535,735         7,691,179   

b) The ratification of the Board of Director’s selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2012 was approved with the following vote:

 

     Number of Votes  

For

      53,259,590   

Against

      1,849,655   

Abstain

      31,912   

c) The advisory vote on executive compensation was approved with the following vote:

 

     Number of Votes  

For

      46,211,544   

Against

      704,968   

Abstain

      533,466   

Broker non-votes

      7,691,179   

d) The performance criteria for awards under the 2007 LTIP was approved with the following vote:

 

     Number of Votes  

For

      44,655,047   

Against

      2,661,561   

Abstain

      133,370   

Broker non-votes

      7,691,179   

 

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SIGNATURE

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

 

    GREAT LAKES DREDGE & DOCK CORPORATION
 

/s/ Bruce J Biemeck

Date: May 14, 2012   Bruce J Biemeck
  President
  and Chief Financial Officer

 

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