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): February 16, 2018

General Cable Corporation

(Exact name of registrant as specified in its charter)

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

4 Tesseneer Drive

Highland Heights, Kentucky 41076-9753

(Address of principal executive offices, including zip code)

(859) 572-8000

(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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On February 16, 2018, General Cable Corporation, a Delaware corporation (“General Cable”), held a special meeting of its common stockholders (the “Special Meeting”) to vote on proposals identified in General Cable’s definitive proxy statement filed with the Securities and Exchange Commission on January 16, 2018.

As of January 12, 2018, the record date for the Special Meeting, 50,623,497 shares of General Cable’s common stock were outstanding and entitled to vote at the Special Meeting. A quorum of 38,268,103 shares of common stock were represented in person or by proxy at the Special Meeting. The final voting results for each proposal are described below.

1. Proposal to adopt the Agreement and Plan of Merger, dated as of December 3, 2017 (the “Merger Agreement”), by and among General Cable, Prysmian S.p.A. and Alisea Corp. (the “Merger Agreement Proposal”). The Merger Agreement Proposal received the affirmative vote of approximately 75.34% of the holders of the shares of common stock entitled to vote on this proposal.

For	Against	Abstain	Broker Non-Votes
38,140,754	102,471	24,878	0

2. Proposal to approve, by non-binding, advisory vote, certain compensation arrangements for General Cable’s named executive officers in connection with the merger contemplated by the Merger Agreement (the “Compensation Proposal”). The Compensation Proposal received the affirmative vote of approximately 80.24% of the holders of the votes cast with respect to this proposal.

For	Against	Abstain	Broker Non-Votes
30,561,315	7,524,209	182,579	0

3. Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum (the “Adjournment Proposal”). The Adjournment Proposal received the affirmative vote of approximately 96.27% of the holders of the votes cast with respect to this proposal.

For	Against	Abstain	Broker Non-Votes
36,801,038	1,424,567	42,498	0

Item 8.01 Other Events.

On February 16, 2018, General Cable issued a press release announcing the results of the Special Meeting. A copy of such press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 16, 2018

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
February 23, 2018	By:	/s/ EMERSON C. MOSER
		Emerson C. Moser
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

General Cable Corporation Stockholders Approve Acquisition By Prysmian Group

HIGHLAND HEIGHTS, Ky.—(BUSINESS WIRE)—Feb. 16, 2018— General Cable Corporation (NYSE: BGC) today announced the voting results from the Company’s special meeting of stockholders held this morning. Stockholders of General Cable approved the Company’s previously announced acquisition by Prysmian Group (BIT: PRY) for $30.00 per share in cash.

A total of 38,140,754 shares, representing approximately 75.34% of the total number of shares of common stock outstanding and approximately 99% of the total votes cast, were voted in favor of the merger. Subject to regulatory approvals and other customary closing conditions, the transaction is expected to close by the third quarter of 2018.

About General Cable

General Cable (NYSE:BGC), with headquarters in Highland Heights, Kentucky, is a global leader in the development, design, manufacture, marketing and distribution of aluminum, copper and fiber optic wire and cable products for the energy, communications, automotive, industrial, construction and specialty segments. General Cable is one of the largest wire and cable manufacturing companies in the world, operating manufacturing facilities in its core geographical markets, and has sales representation and distribution worldwide.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements also within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” and “continue,” the negative or plural of these words and other comparable terminology. Forward looking statements in this document include, but are not limited to, statements regarding the expected timing of the completion of the transaction, Prysmian’s operation of General Cable’s business following completion of the contemplated merger, the expected benefits of the transaction, and the future operation, direction and success of Prysmian’s and General Cable’s businesses. These forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in these forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties as to the timing of the contemplated merger; the possibility that the closing conditions to the contemplated merger may not be satisfied or waived; the effects of disruption caused by the announcement of the contemplated merger; the risk of shareholder litigation in connection with the contemplated transaction, and other risks and uncertainties described in the section “Risk factors and uncertainties” in Prysmian’s most recent Annual Report (which is available on www.prysmian.com) and in General Cable’s annual report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K available at www.sec.gov. Subject to applicable law, neither Prysmian nor General Cable undertakes to publicly update or revise any of these forward-looking statements. This document does not constitute an offer to sell, or a solicitation of an offer to buy Prysmian or General Cable shares.

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Source: General Cable Corporation

General Cable Corporation

Investors:

Len Texter, 859-572-8684

Senior Vice President, Finance

Global Controller and Investor Relations

or

Media:

Lisa Fell, 859-572-9616

Director, Global Communications