8-K

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) January 10, 2013 

MICHAEL BAKER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Commission File Number 1-6627

Pennsylvania	25-0927646
(State or Other Jurisdiction of Incorporation)	(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):

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 10, 2013, Mr. Richard Shaw provided Michael Baker Corporation (the “Company”) his formal notice that he will retire from the Company’s Board of Directors effective January 31, 2013. The Board has elected Robert N. Bontempo, Ph.D., to succeed Mr. Shaw as Chairman.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release dated January 16, 2013 regarding the matter referenced in Item 5.02.

MICHAEL BAKER CORPORATION
By:	/s/ H. James McKnight
	H. James McKnight
	Executive Vice President, Chief Legal Officer and Corporate Secretary

Date: January 16, 2013

EX-99.1

Exhibit 99.1

N E W S R E L E A S E

Contact: David Higie

Phone:    (412) 269-6449

Release: Immediate (Jan. 16, 2012)

CHAIRMAN SHAW TO RETIRE FROM BAKER BOARD

PITTSBURGH – Michael Baker Corporation (NYSE MKT:BKR) announced today that Richard L. Shaw will retire as Chairman of the Board of Directors and as a member of the Board, effective January 31, 2013. The Board has elected Robert N. Bontempo, Ph.D., to succeed Mr. Shaw as Chairman.

Mr. Shaw became a member of Baker’s Board in 1966 and was named Chairman in 1991. He joined Baker in 1952 as assistant personnel director and progressed through a variety of leadership positions with the Company before being named president in 1973 and chief executive officer in 1984. He retired as chief executive officer in 1992, and returned to that role three times between 1993 and 2006, retiring again in 2008. He has been active in a multitude of professional and civic organizations during his time with the Company and received numerous awards for his professional and community service.

“Dick has served in pivotal roles for Baker, including CEO and Chairman over an outstanding 61-year career,” said Dr. Bontempo. “While no one can replace Dick Shaw, the Board and I can honor his legacy by continuing Baker’s tradition of integrity, excellence and the highest quality of customer service.”.

“Baker is a wonderful Company with a strong future despite near-term market challenges,” said Shaw. “While I will miss the regular interaction with the many talented and dedicated Baker people and my colleagues on the Board, I think that after more than six decades, it is the right time for me to step down.”

Dr. Bontempo joined Baker’s Board in 1997, and currently serves as a Professor at the Columbia University School of Business. He has extensive experience counseling international businesses on a wide range of strategic issues and is widely recognized as an authority on matters relating to corporate organization.

Michael Baker Corporation (www.mbakercorp.com) provides engineering, design, planning and construction services for its clients’ most complex challenges worldwide. The firm’s primary business areas are architecture, aviation, defense, environmental, geospatial, homeland security, municipal & civil, oil & gas, rail & transit, telecommunications & utilities, transportation, urban development and water. With more than 3,000 employees in over 100 offices across the United States, Baker is focused on creating value by delivering innovative and sustainable solutions for infrastructure and the environment.

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