Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 TO FORM 8-K (10.16.14) - Aegion Corp | exhibit991togalvin8-kpress.htm |
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): October 10, 2014
AEGION CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware | 0-10786 | 45-3117900 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
17988 Edison Avenue, Chesterfield, Missouri | 63005 | ||
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (636) 530-8000
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On October 10, 2014, the Board of Directors (the “Board”) of Aegion Corporation (the “Company”) increased the number of directors constituting the Board from seven to eight and appointed Walter J. Galvin to serve on the Board. Mr. Galvin was also appointed to serve as a member of the Audit Committee and the Corporate Governance & Nominating Committee.
Mr. Galvin will be compensated on the same basis as all other non-employee directors of the Company, as described under “Director Compensation” in the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders.
There is no arrangement or understanding between Mr. Galvin and any other person pursuant to which he was selected as a director. Mr. Galvin does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Galvin has entered into the standard Aegion director indemnification agreement, whereby Aegion agrees to indemnify its directors from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
A copy of the press release issued by the Company on October 13, 2014 announcing Mr. Galvin’s appointment to the Board is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. | |
(d) | The following exhibits are filed as part of this report: | |
Exhibit Number | Description | ||
99.1 | Press Release of Aegion Corporation, dated October 13, 2014, filed herewith. | ||
* * *
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.
AEGION CORPORATION | |||
By: | /s/ David F. Morris | ||
David F. Morris | |||
Executive Vice President, General | |||
Counsel and Chief Administrative Officer | |||
Date: October 16, 2014
INDEX TO EXHIBITS
These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit Number | Description | |
99.1 | Press Release of Aegion Corporation, dated October 13, 2014, filed herewith. | |