8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 16, 2013

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-12983	06-1398235
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky	41076-9753
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (859) 572-8000

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:

⃞ 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

(a) On May 16, 2013, General Cable Corporation (the “Company”) held its 2013 Annual Meeting of Stockholders. 

(b) The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities Exchange Commission on March 28, 2013.  The results of the stockholder vote are as follows:

Proposal 1 — Election of a Director

The stockholders elected each of the following nominees to serve as a director to hold office until the 2013 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

Nominee	For	Against	Abstain	Broker Non-Votes
Gregory B. Kenny	42,285,774	845,947	2,486,247	2,486,247
Gregory E. Lawton	39,417,086	3,714,635	2,486,247	2,486,247
Craig P. Omtvedt	39,165,532	3,966,189	2,486,247	2,486,247
Patrick M. Prevost	39,531,906	3,599,815	2,486,247	2,486,247
Robert L. Smialek	39,413,588	3,718,133	2,486,247	2,486,247
John E. Welsh, III	39,433,951	3,697,770	2,486,247	2,486,247

Proposal 2 — Ratification of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, to Audit General Cable’s 2013 Consolidated Financial Statements and Internal Controls Over Financial Reporting

The stockholders ratified the appointment of Deloitte & Touche LLP to audit the Company’s 2013 consolidated financial statements and internal controls over financial reporting.

For	Against	Abstain
44,724,623	641,131	252,214

Proposal 3 — Advisory Vote on Executive Compensation

The stockholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and the Summary Compensation Table contained in the Company’s Proxy Statement.

For	Against	Abstain	Broker Non-Votes
41,972,546	890,157	269018	2,486,247

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Proposal 4 — Re-approval of the Performance Goals under the 2008 Annual Incentive Plan

     The stockholders approved a resolution reapproving the performance goals under the General Cable Corporation 2008 Incentive Plan, as amended and restated.  

For	Against	Abstain	Broker Non-Votes
42,175,040	536,615	420,066	2,486,247

Item 7.01          Regulation FD Disclosure.

              On May 20, 2013, the Company issued a press release announcing that its Board of Directors (the “Board”) has approved the payment of a quarterly dividend of $0.18 per share to be paid on June 28, 2013 to all shareholders of record as of June 10, 2013 and the extension of the Company’s existing $125 million, one-year share repurchase program adopted in October 2012 through the end of fiscal year 2013.  The Company also disclosed that it intends to pay quarterly dividends on its common shares subject to, among other things, the best interest of its shareholders, results of operations, cash balances and future cash requirements, financial condition, and other factors that may be relevant.    

             A copy of the Press Release is furnished herewith as Exhibit 99 to this Form 8-K.

Item 9.01         Financial Statements and Exhibits.

  List below the financial statements, pro forma financial information and exhibits, if any, furnished as part of this report.  

  (d)   The Exhibit furnished in this report is listed in the Index to Exhibits.  

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SIGNATURES

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.

	GENERAL CABLE CORPORATION
May 20, 2013	By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and
		Secretary

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INDEX TO EXHIBITS

Exhibit		Method
Number	Description	of Filing
99	General Cable Corporation Press Release dated May 20, 2013	Furnished Herewith

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EX-99

Exhibit 99

General Cable Announces Initiation of Quarterly Dividend and Extends $125 Million Share Repurchase Authorization Through the End of 2013

HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--May 20, 2013--General Cable Corporation (NYSE: BGC) today announced that its Board of Directors has authorized the payment of a regular quarterly dividend. The Board declared an initial quarterly dividend of $0.18 per share, payable on June 28, 2013 to all common shareholders of record as of June 10, 2013. The quarterly dividend is the first for General Cable since 2002. In addition, the Board extended the Company’s existing $125 million, one-year share repurchase program originally adopted in October 2012. The 2012 repurchase program authorization will now continue through the end of 2013. This program has not been utilized by the Company principally due to restrictions implemented while the Company restated its financial statements at the end of 2012 and into the early part of 2013.

Gregory B. Kenny, President and Chief Executive Officer of General Cable, said, “Over the past several years, we have continued to transform the Company expanding into faster growing emerging markets and enhancing our product portfolio in developed markets through both acquisitions and organic investments. Our financial position and confidence in our operating model have strengthened considerably over this time and we believe the Company is now in the position to begin returning cash to shareholders. Our approach to capital deployment will benefit our shareholders by returning cash through quarterly dividends and will provide the potential for additional returns to shareholders through our share repurchase program. We believe this is a balanced approach providing us with financial flexibility to service our financial obligations while we work to grow the business in a volatile commodity price environment, which can have a meaningful impact on working capital requirements. As a global company, we also remain cognizant of geographically varying sources of liquidity, tax efficiency and other considerations as well as potentially attractive acquisition opportunities.”

The Company intends to pay quarterly dividends on its common shares subject to, among other things, the best interest of its shareholders, results of operations, cash balances and future cash requirements, financial condition, and other factors that may be relevant. The Company will utilize the buyback authority in the context of economic conditions as well as the then prevailing market prices of the common stock of the Company, regulatory requirements, and alternative capital investment opportunities.

General Cable Corporation (NYSE:BGC), a Fortune 500 Company, is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products and systems for the energy, industrial, specialty, construction and communications markets. Visit our website at www.generalcable.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements that involve risks and uncertainties, predict or describe future events or trends and that do not relate solely to historical matters. Forward looking statements can generally be identified by use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which we have no control. These factors include, but are not limited to: the economic strength and competitive nature of the geographic markets that the Company serves; our ability to increase manufacturing capacity and productivity, our ability to increase our selling prices during periods of increasing raw material costs; our ability to service, and meet all requirements under, our debt, and to maintain adequate domestic and international credit facilities and credit lines; the impact of unexpected future judgments or settlements of claims and litigation; the impact of foreign currency fluctuations, compliance with U.S. and foreign laws, the Company’s ability to implement and make appropriate, timely and beneficial decisions as to when, how and if to purchase shares under the repurchase program and the other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to, its annual report on Form 10-K filed with the SEC on March 1, 2013, and subsequent SEC filings. You are cautioned not to place undue reliance on these forward-looking statements. General Cable does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors.

CONTACT:
General Cable Corporation
Len Texter, Director, Investor Relations, 859-572-8684