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): May 10, 2012
General Cable Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-12983 | 06-1398235 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4 Tesseneer Drive, Highland Heights, Kentucky | 41076-9753 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (859) 572-8000
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
(a) On May 10, 2012, the Company held its 2012 Annual Meeting of Stockholders.
(b) The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities Exchange Commission on March 28, 2012. The results of the stockholder vote are as follows:
Proposal 1 — Election of a Director
The stockholders elected each of the following nominees to serve as a director to hold office until the 2013 Annual Meeting of Stockholders or until his successor is duly elected and qualified.
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| Gregory B. Kenny |
39,999,138 | 1,730,023 | 443,758 | 3,548,676 | ||||
| Gregory E. Lawton |
39,278,657 | 2,450,504 | 443,758 | 3,548,676 | ||||
| Charles G. McClure, Jr. |
39,753,731 | 1,975,430 | 443,758 | 3,548,676 | ||||
| Craig P. Omtvedt |
40,193,418 | 1,535,743 | 443,758 | 3,548,676 | ||||
| Patrick M. Prevost |
40,197,151 | 1,532,010 | 443,758 | 3,548,676 | ||||
| Robert L. Smialek |
39,289,171 | 2,439,990 | 443,758 | 3,548,676 | ||||
| John E. Welsh, III |
39,357,187 | 2,371,974 | 443,758 | 3,548,676 |
Proposal 2 — Ratification of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, to Audit General Cable’s 2012 Consolidated Financial Statements and Internal Controls Over Financial Reporting
The stockholders ratified the appointment of Deloitte & Touche LLP to audit the Company’s 2012 consolidated financial statements and internal controls over financial reporting.
| For |
Against |
Abstain | ||
| 44,105,395 |
946,640 | 225,802 |
Proposal 3 — Advisory Vote on Executive Compensation
The stockholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and the Summary Compensation Table contained in the Company’s Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 36,073,314 |
5,402,576 | 253,271 | 3,548,676 |
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.
| GENERAL CABLE CORPORATION | ||||||
| Date: May 11, 2012 | By: | /S/ Robert J. Siverd | ||||
| Name: | Robert J. Siverd | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
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