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): June 9, 2011

Layne Christensen Company

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-34195

 

48-0920712

 

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1900 Shawnee Mission Parkway

Mission Woods, Kansas 66205

 
(Address of Principal Executive Offices)


(913) 362-0510

(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:

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.

Layne Christensen Company (the “Company”) held its Annual Stockholders Meeting on June 9, 2011.  The stockholders considered and voted on five proposals submitted for stockholder vote, each of which is described in detail in the Company’s 2011 Proxy Statement.  The following is a brief description of the matters voted on at the Annual Stockholders Meeting and the final results of such voting.

Proposal No. 1.   Election of eight directors—David A.B. Brown, J. Samuel Butler, Robert R. Gilmore, Anthony B. Helfet, Nelson Obus, Jeffrey J. Reynolds, Rene J. Robichaud and Andrew B. Schmitt—to hold office for terms expiring at the 2012 annual meeting of stockholders.

Final Results: The stockholders elected David A.B. Brown, J. Samuel Butler, Robert R. Gilmore, Anthony B. Helfet, Nelson Obus, Jeffrey J. Reynolds, Rene J. Robichaud and Andrew B. Schmitt as directors to hold office for terms expiring at the 2012 annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier death, retirement, resignation or removal.

  For   Withheld Authority  

Broker Non Votes

David A.B. Brown 15,707,714 522,932 1,401,694
 
J. Samuel Butler 15,813,140 417,506 1,401,694
 
Robert R. Gilmore 16,126,756 103,890 1,401,694
 
Anthony B. Helfet 15,985,079 245,567 1,401,694
 
Nelson Obus 15,985,239 245,407 1,401,694
 
Jeffrey J. Reynolds 16,083,333 147,312 1,401,694
 
Rene J. Robichaud 15,708,023 522,623 1,401,694
 
Andrew B. Schmitt 16,136,873 93,773 1,401,694

Proposal No. 2:   Proposal to conduct an advisory vote on executive compensation.

Final Results:  The stockholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s 2011 Proxy Statement.

      Broker
For Against Abstain Non Votes
Advisory vote on executive compensation 14,575,555 862,884 792,206 1,401,694

Proposal No. 3:   Proposal to conduct an advisory vote on the frequency of an advisory vote on executive compensation.

Final Results:  The stockholders voted to conduct an advisory vote on executive compensation annually.

        Broker

Frequency of advisory vote

1 Year 2 Years 3 Years Abstain Non Votes
on executive compensation 11,653,937 27,680 3,769,665 779,363 1,401,694

Proposal No. 4:   Proposal to ratify the selection of the accounting firm of Deloitte & Touche LLP as Layne Christensen Company’s independent auditors for the fiscal year ended January 31, 2012.

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Final Results:  The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal 2012.

For   Against   Abstain   Broker Non Votes
Deloitte & Touche LLP 17,552,297 73,552 6,491 0

Proposal No. 5:  Stockholder proposal regarding the preparation of a sustainability report.

Final Results:  The stockholder proposal regarding the preparation of a sustainability report has been approved by the stockholders.

For   Against   Abstain   Broker Non Votes
Stockholder Proposal 14,873,784 1,147,321 1,611,235 0

No other matters were voted upon at the meeting.



SIGNATURES

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.

Layne Christensen Company

(Registrant)
 
Date: June 13, 2011 By:

/s/ Jerry W. Fanska

Name:

Jerry W. Fanska

Title:

Senior Vice President—Finance

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