0000950123-11-054448.txt : 20110526 0000950123-11-054448.hdr.sgml : 20110526 20110526162412 ACCESSION NUMBER: 0000950123-11-054448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110525 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110526 DATE AS OF CHANGE: 20110526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAEL BAKER CORP CENTRAL INDEX KEY: 0000009263 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 250927646 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06627 FILM NUMBER: 11874354 BUSINESS ADDRESS: STREET 1: AIRSIDE BUSINESS PARK STREET 2: 100 AIRSIDE DRIVE CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 BUSINESS PHONE: 4122696300 MAIL ADDRESS: STREET 1: AIRSIDE BUSINESS PARK STREET 2: 100 AIRSIDE DRIVE CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 FORMER COMPANY: FORMER CONFORMED NAME: BAKER MICHAEL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EUTHENICS SYSTEMS CORP DATE OF NAME CHANGE: 19750527 FORMER COMPANY: FORMER CONFORMED NAME: BAKER MICHAEL JR INC DATE OF NAME CHANGE: 19720526 8-K 1 l42797e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2011
MICHAEL BAKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
     
1-6627   25-0927646
 
(Commission File Number)   (IRS Employer Identification No.)
     
100 Airside Drive    
Moon Township, Pennsylvania   15108
 
(Address of Principal Executive Offices)   (Zip Code)
(412) 269-6300
(Registrant’s Telephone Number, Including Area Code)
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):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o 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.
Michael Baker Corporation (“Michael Baker”) held its annual meeting of shareholders (the “Annual Meeting”) on May 25, 2011. The shareholders considered four proposals, each of which is described in Michael Baker’s definitive proxy statement dated April 15, 2011 and filed with the Securities and Exchange Commission. Results of votes with respect to the proposals submitted at the Annual Meeting are set forth below.
Proposal 1. Election of nine directors to Michael Baker’s Board of Directors to serve a new term ending in 2012:
                 
    FOR     WITHHELD  
Robert N. Bontempo, Ph.D.
     5,418,789       2,824,982  
Nicholas P. Constantakis, C.P.A.
     5,260,543       2,983,228  
Mark E. Kaplan, C.P.A.
     4,916,016       3,327,755  
General (Ret.) Robert H. Foglesong
     4,716,641       3,527,130  
Bradley L. Mallory
     5,546,125       2,697,646  
John E. Murray, Jr., S.J.D.
     3,309,323       4,934,448  
Pamela S. Pierce
     5,364,444       2,879,327  
Richard L. Shaw
     5,303,669       2,940,102  
David N. Wormley, Ph.D.
     5,459,148       2,784,623  
Broker Non-Votes: 394,078
As more fully described in the Proxy Statement, the nine director nominees who receive the greatest number of affirmative votes cast will be elected to fill the open seats on the Board of Directors. As a result of the shareholder vote, all of the foregoing candidates were elected to serve terms ending in 2012.
Proposal 2. Approval of an advisory resolution on Michael Baker’s 2010 named executive officer compensation:
                   
  FOR   AGAINST     ABSTAIN  
 
7,668,881
     446,421       128,469  
Broker Non-Votes: 394,078
The foregoing proposal was approved.
Proposal 3. Advisory vote on the frequency of future shareholder advisory votes on Michael Baker’s named executive officer compensation:
                           
  1 YEAR   2 YEARS     3 YEARS     ABSTAIN  
 
7,440,184
     9,963       597,009       196,615  
Broker Non-Votes: 394,078
One year received the favorable majority of the votes cast.
Proposal 4. Ratification of the selection of Deloitte & Touche LLP as Michael Baker’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
                   
  FOR   AGAINST     ABSTAIN  
 
8,518,872
     101,814       17,163  
Broker Non-Votes: 0
The foregoing proposal was approved.

 

 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  MICHAEL BAKER CORPORATION
 		  
  By:   /s/ Bradley L. Mallory    
    Bradley L. Mallory   
    President and Chief Executive Officer   
 
Date: May 26, 2011