Form 8K 2015amVote Results


 
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 14, 2015
 
General Cable Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
(State of incorporation)
001-12983
(Commission File Number)
06-1398235
(IRS Employer Identification No.)
 
 
 
4 Tesseneer Drive  
Highland Heights, Kentucky 41076-9753
(Address of principal executive offices, including zip code)
 
 
 
(859) 572-8000
(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 (see General Instruction A.2 below):
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2015, at the General Cable Corporation (the “Company”) 2015 Annual Meeting of Stockholders, stockholders approved the General Cable Corporation Stock Incentive Plan (the “Amended Plan”).  The Amended Plan is an amendment and restatement of the General Cable Corporation 2005 Stock Incentive Plan. A summary of the material terms of the Amended Plan is incorporated herein by reference from pages 77-86 of the Company’s proxy statement for the 2015 Annual Meeting of Stockholders, as filed with the SEC on March 30, 2015 (the “2015 Proxy Statement”). The summary of the Amended Plan included in the 2015 Proxy Statement is not intended to be complete and is qualified in its entirety by reference to the Amended Plan, which is attached as Exhibit B to the 2015 Proxy Statement, and is incorporated by reference herein.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 14, 2015, the Company held its 2015 Annual Meeting of Stockholders. At the Annual Meeting, stockholders voted on and approved four proposals, each of which is described in more detail in the 2015 Proxy Statement. The final results of the stockholder vote were as follows:
Proposal 1 - Election of directors:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Sallie B. Bailey
 
33,200,234

 
552,214

 
184,634

 
7,236,854

Ned Hall
 
33,097,365

 
644,643

 
195,074

 
7,236,854

Gregory B. Kenny
 
28,392,598

 
5,480,414

 
64,070

 
7,236,854

Gregory E. Lawton
 
30,810,388

 
2,974,076

 
152,618

 
7,236,854

Craig P. Omtvedt
 
30,859,507

 
2,937,943

 
139,632

 
7,236,854

Patrick M. Prevost
 
32,960,149

 
841,561

 
135,372

 
7,236,854

John E. Welsh, III
 
30,785,036

 
3,023,827

 
128,219

 
7,236,854

Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2015:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
39,188,132

 
1,969,654

 
16,150

 

Proposal 3 - Advisory approval of the compensation of the Company’s named executive officers:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
30,397,685

 
3,417,774

 
121,623

 
7,236,854

Proposal 4 - Approval of the Amended and Restated Stock Incentive Plan:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
31,105,616

 
2,660,396

 
171,070

 
7,236,854






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
 
 
 
May 19, 2015
By:
/s/ EMERSON C. MOSER
 
 
Emerson C. Moser
 
 
Senior Vice President, General Counsel and
Corporate Secretary