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): November 9,
2010
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FOSTER WHEELER AG
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(Exact Name of Registrant as
Specified in Its
Charter)
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Switzerland
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(State or Other Jurisdiction
of
Incorporation)
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001-31305
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98-0607469
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(Commission File
Number)
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(IRS Employer Identification
No.)
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80
Rue de Lausanne, CH-1202, Geneva, Switzerland
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1202
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(Address of Principal Executive
Offices)
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(Zip
Code)
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41 22 741 8000
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(Registrant's Telephone
Number, Including Area
Code)
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Not applicable
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(Former Name or Former
Address, if Changed Since Last
Report)
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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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation
of Director
On
November 9, 2010, Robert C. Flexon, the former Chief Executive Officer of Foster
Wheeler AG (the “Company”), resigned as a Director of the Company effective
immediately. Mr. Flexon’s resignation was not as a result of any
disagreement with the Company on any matter related to the Company’s operations,
policies or practices.
Item
8.01. Other Events.
Extraordinary
General Meeting of Shareholders
On
February 24, 2011 at 1:00 p.m., Central European Time, the Company will hold an
Extraordinary General Meeting of Shareholders (the “EGM”) at its offices at
Lindenstrasse 10, 6340 Baar, Switzerland. At the EGM, the Company’s
shareholders will vote on proposals of the Board of Directors (the “Board”) of
the Company to (i) elect Umberto della Sala, the Company’s Chief Executive
Officer, as a Director for a term expiring at the Company’s Annual General
Meeting to be held in 2012, (ii) approve the cancellation of all shares
repurchased by the Company under its share repurchase program prior to the
mailing of the proxy statement for the EGM; and (iii) approve the Company’s
recently announced $335 million increase to its share repurchase program (the
“Share Repurchase Program Increase”). Under Swiss law, prior to
approval of the Share Repurchase Program Increase by the Company’s shareholders,
the Company may only repurchase for cancellation under the Share Repurchase
Program Increase an amount of shares equal to 10% of the Company’s share
capital, or approximately 12.7 million shares. Upon approval of the
Share Repurchase Program Increase by the Company’s shareholders, shares
repurchased under the Share Repurchase Program will not be subject to the 10% of
share capital limitation and the Company may repurchase shares for cancellation
up to the full amount of the Share Repurchase Program Increase.
In
addition to the Share Repurchase Program Increase, the Company currently has
approximately $165 million remaining capacity under the original authorization
of its share repurchase program, which amount is not subject to the 10% of share
capital limitation.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FOSTER
WHEELER AG
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DATE: November
12, 2010
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By:
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/s/
Eric M. Sherbet
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Name:
Eric M. Sherbet
Title:
Corporate
Secretary
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