Current Report Filing (8-k)
November 16 2016 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 9, 2016
WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-34259
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30-0513080
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(Commission File Number)
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(IRS Employer Identification No.)
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4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027
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(Address of Principal Executive Offices)
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(Zip Code)
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(713) 403-8000
(Registrants 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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On November 9, 2016, Edward J. DiPaolo, an independent director of
Willbros Group, Inc. (the Company), notified the Board of Directors of the Company that he does not intend to stand for re-election as a director of the Company at the Companys 2017 Annual Meeting of Stockholders. There are no
disagreements between Mr. DiPaolo and the Company on any matter relating to the Companys operations, policies or practices.
Item
7.01. Regulation FD Disclosure.
As previously reported, at the Companys 2016 Annual Meeting of Stockholders the amendment
to the Companys Certificate of Incorporation to declassify the Board of Directors was not approved by the stockholders because it failed to receive the affirmative vote of the holders of 75% or more of the outstanding shares of the
Companys common stock, as required by the Companys Certificate of Incorporation.
The Company intends to seek the
declassification of the Board of Directors once again by including in its proxy statement for its 2017 Annual Meeting of Stockholders a management proposal to amend its Certificate of Incorporation to declassify the Board of Directors. The
Company also intends to include a management proposal in such proxy statement to amend its Certificate of Incorporation to eliminate the supermajority voting requirements contained therein.
This information is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be
filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
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WILLBROS GROUP, INC.
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Date: November 16, 2016
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By:
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/s/ Van A. Welch
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Van A. Welch
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Executive Vice President and
Chief Financial
Officer
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