UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
March 29, 2012 (March 28, 2012)
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
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Louisiana
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1-12227
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72-1106167
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
□ 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))
Explanatory Note
The Shaw Group Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on January 27, 2012 (the “Original Filing”). The Original Filing reported the voting results of the Company’s 2012 Annual Meeting of Shareholders held on January 25, 2012 (the “Annual Meeting”). The sole purpose of this Form 8-K/A is to disclose the Company’s decision as to how frequently it will conduct future shareholder advisory votes on named executive officer compensation (“say on pay”). No other changes have been made to the Original Filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders approved, by a majority of the votes cast, holding future say on pay votes on an annual basis. The Board of Directors of the Company had recommended a vote for annual say on pay votes. In light of this result and other factors it considered, on March 28, 2012, the Board of Directors of the Company determined that the Company will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs.
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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.
| THE SHAW GROUP INC.
(Registrant)
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Date: March 29, 2012
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By:
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/s/ John Donofrio | |
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John Donofrio, Executive Vice President,
General Counsel and Corporate Secretary
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