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)
January 25, 2012 (January 25, 2012)
 
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
 
Louisiana
1-12227
72-1106167
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
4171 Essen Lane, Baton Rouge, Louisiana  70809
(Address of principal executive offices and zip code)
 
(225) 932-2500
(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:
 
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.
 
On January 25, 2012, at the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of The Shaw Group Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the shareholders: (i) elected  J.M. Bernhard, Jr., James F. Barker, Thos. E. Capps, Daniel A. Hoffler, David W. Hoyle, Michael J. Mancuso, Albert D. McAlister, and Stephen R. Tritch, to hold office until the next annual meeting and the election of their successors; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2012; (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executives, as described in the Company’s 2012 proxy statement, which was filed with the Securities and Exchange Commission on December 15, 2011 (the “2012 Proxy Statement”); and (iv) voted, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executives.
 
The final voting results for the eight director nominees described in the 2012 Proxy Statement were as follows:
 
Director
 
Affirmative Votes
 
Withheld Votes
 
Broker Non-Votes
J.M. Bernhard, Jr.
 
51,994,591
 
1,960,278
 
7,777,911
James F. Barker
 
52,667,477
 
1,287,392
 
7,777,911
Thos. E. Capps
 
53,629,400
 
325,469
 
7,777,911
Daniel A. Hoffler
 
43,786,315
 
10,168,554
 
7,777,911
David W. Hoyle
 
52,766,114
 
1,188,755
 
7,777,911
Michael J. Mancuso
 
53,052,641
 
902,228
 
7,777,911
Albert D. McAlister
 
43,316,532
 
10,638,337
 
7,777,911
Stephen R. Tritch
 
53,576,014
 
378,855
 
7,777,911
 
***
The voting shareholders also approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2012.
 
Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Votes
 
Total
60,652,339
 
669,946
 
410,495
 
 
61,732,780
 
There were no broker non-votes with respect to the ratification of the Company’s independent registered public accounting firm.
 
***
 
The voting shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2012 Proxy Statement.  Votes cast with respect to the proposal were as follows:
 
Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Votes
 
Total
41,966,140
 
11,601,383
 
387,346
 
7,777,911
 
61,732,780
 
         ***
 
The voting shareholders approved, on a non-binding advisory basis, a one-year frequency of future advisory votes on the Company’s named executive compensation.  Votes cast with respect to the proposal were as follows:
 
1 Year                         2 Years
 
3 Years
 
Votes Abstain
 
Broker Non-Votes
 
Total
53,009,447                      59,931
 
841,093
 
44,398
 
7,777,911
 
61,732,780
 
The Board will evaluate the results of such non-binding advisory vote regarding the frequency of future advisory votes on executive compensation at an upcoming meeting and make a determination as to whether the Company will submit future non-binding advisory votes on executive compensation for consideration by stockholders every three, two, or one years. The Company will amend this Current Report on Form 8-K to provide information regarding such determination.
 
 
 

 

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.
 
 

Date:           January 26, 2012   THE SHAW GROUP INC.  
       
 
By:
/s/ John Donofrio  
  John Donofrio  
  Executive Vice President, General Counsel, and Corporate Secretary