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)
January 20, 2011 (January 17, 2011)
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
         
Louisiana   1-12227   72-1106167
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
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:
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))
 
 

 

 

Section 5 — Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
     On January 17, 2011, at the 2011 Annual Meeting of Shareholders (the “Annual Meeting”) of The Shaw Group Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the shareholders approved the Second Amendment (the “Second Amendment”) to The Shaw Group Inc. 2008 Omnibus Incentive Plan (“the Plan”). The complete text of the Second Amendment is on page I-1 of the definitive Proxy Statement for the Annual Meeting that was filed with the Securities and Exchange Commission on December 17, 2010, on Form DEF 14A (the “2011 Proxy Statement”), which is incorporated by reference herein. The First Amendment to the Plan adopted by the Compensation Committee of the Board on October 26, 2010 (the “First Amendment,” and together with the Second Amendment, the “Amendments”), are filed with this Current Report on Form 8-K and incorporated by reference herein as Exhibits 10.1 and 10.2. The Plan was filed as Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q for the period ended February 28, 2009, and is incorporated herein by reference. Exhibit descriptions of the Amendments and the Plan are qualified in their entirety by reference to the full text of the Amendments and the Plan.
     As of the record date for the Annual Meeting, December 14, 2010, there were 85,029,477 shares of common stock outstanding and entitled to vote, of which the holders of 67,820,065 shares of common stock were represented in person or by proxy at the Annual Meeting. Matters approved at the Annual Meeting were the: (i) election of the eight nominees to the Board set forth in the 2011 Proxy Statement; (ii) ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2011; and (iii) authorization of additional shares for distribution under the Plan by approval of the Second Amendment.
     The voting shareholders elected the ten nominees set forth in the 2010 Proxy Statement to the Board of Directors with the following affirmative votes and votes withheld:
                         
Director   Affirmative Votes   Withheld Votes   Broker Non-Votes
J.M. Bernhard, Jr.
    54,217,561       8,124,497       0  
James F. Barker
    52,466,021       9,876,037       0  
Thos. E. Capps
    59,401,971       2,940,087       0  
Daniel A. Hoffler
    53,565,588       8,776,470       0  
David W. Hoyle
    57,784,125       4,557,933       0  
Michael J. Mancuso
    55,937,484       6,404,574       0  
Albert D. McAlister
    51,920,442       10,421,616       0  
Stephen R. Tritch
    59,295,081       3,046,977       0  
***
     The voting shareholders also approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2011.
                 
Votes For   Votes Against   Votes Abstain   Broker Non-Votes   Total
64,946,563
  1,634,628   1,238,874   —   67,820,065
     There were no broker non-votes with respect to the ratification of the Company’s independent registered public accounting firm.
***
     The voting shareholders also approved the Second Amendment. Votes cast with respect to the approval of the Amendment were as follows:
                 
Votes For   Votes Against   Votes Abstain   Broker Non-Votes   Total
43,219,413   19,010,403   42,076   5,548,173   67,820,065
Item 9.01 Financial Statements and Exhibits

 

 

     (d) Exhibits
     The following exhibits are filed as part of this Report:
     
Exhibit    
Number   Description
 
   
10.1
  First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
 
   
10.2
  Second Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan

 

 

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.
         
Date: January 20, 2011   THE SHAW GROUP INC.
  		 
  By:   /s/ John Donofrio    
    John Donofrio   
    Executive Vice President, General Counsel,
and Corporate Secretary  		 

 

 

         
THE SHAW GROUP INC.
EXHIBIT INDEX
Form 8-K
January 20, 2011 (January 17, 2011)
     
Exhibit No.   Description
 
   
10.1
  First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan
 
   
10.2
  Second Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan

 

Exhibit 10.1
First Amendment
To
The Shaw Group Inc. 2008 Omnibus Incentive Plan
     This First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan (the “Omnibus Plan”) which was established by The Shaw Group Inc., a Louisiana corporation having its principal office at 4171 Essen Lane, Baton Rouge, Louisiana, 70809 (the “Company”) under which Non-Qualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards may be granted from time to time to Participants.
      WHEREAS, the Omnibus Plan was established to promote the interests of the Company by attracting and retaining Directors and Employees of outstanding ability and to provide Employees an incentive to make material contributions to the success of the Company by providing them with equity based compensation, which will increase in value based upon the market performance of the Company’s common stock and corporate achievement of financial and other performance goals;
      WHEREAS, the Omnibus Plan was approved by the Company’s shareholders on January 28, 2009;
      WHEREAS, the Company wishes to amend certain provisions of the Omnibus Plan pursuant to this First Amendment;
      WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Omnibus Plan;
      NOW, THEREFORE, the Omnibus Plan is amended in the following particulars effective as of October 26, 2010:
AMENDMENT
1.   The second sentence of Section 4.2 of the Omnibus Plan shall be, and hereby is, deleted and replaced by the following:
 
    “Further, any Shares withheld to satisfy tax withholding obligations on Awards under the Plan shall not be eligible to be returned as available Shares under the Plan. Shares related to Awards under this Plan shall be available again for grant under this Plan if: (i) the Award terminated by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares; (ii) the Award is settled for cash in lieu of shares; or (iii) with the Committee’s permission and, prior to the issuance of Shares, the Award is exchanged for another Award not involving Shares.”

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2.   Section 6.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof:
 
    “Notwithstanding any provision to the contrary, an Option shall be subject to at least a three year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the Option shall become 100% vested or (ii) ratable vesting over the three-year service period.”
 
3.   Section 7.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof:
 
    “Notwithstanding any provision to the contrary, an SAR shall be subject to at least a three-year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the SAR shall become 100% vested or (ii) ratable vesting over the three-year service period.”
 
4.   Section 8.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof:
 
    “Notwithstanding any provision to the contrary, a Restricted Stock grant shall be subject to at least a three-year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the Restricted Stock shall become 100% vested or (ii) ratable vesting over the three-year service period.”
 
5.   Section 9.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof:
 
    “Notwithstanding any provision to the contrary, an RSU shall be subject to at least a three-year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the RSU shall become 100% vested or (ii) ratable vesting over the three-year service period.”
 
6.   Section 20.1(b) of the Omnibus Plan shall be, and hereby is, amended to read as follow:
 
    “Except as provided for in Section 4.4, without shareholder approval, the terms of an outstanding Award may not be amended to (i) reduce the Option Price of an outstanding Option, (ii) reduce the Grant Price of an outstanding SAR, or (iii) cancel an outstanding Option or SAR in exchange for cash, other Awards or Options or SARs with an Option Price or Grant Price, as applicable, that is less than the Option Price of the cancelled Option or the Grant Price of the cancelled SAR.”
* * * * * *

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All other definitions and all other rights, terms and conditions set forth in the Omnibus Plan shall remain the same with the same force and effect as originally adopted and approved by the Company’s shareholders.
IN WITNESS WHEREOF, the Board of Directors of the Company has executed this First Amendment effective as of the effective date first written above.

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Exhibit 10.2
Second Amendment
To
The Shaw Group Inc. 2008 Omnibus Incentive Plan
          This Second Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan (the “Omnibus Plan”) which was established by The Shaw Group Inc., a Louisiana corporation having its principal office at 4171 Essen Lane, Baton Rouge, Louisiana, 70809 (the “Company”) under which Non-Qualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards may be granted from time to time to Participants.
           WHEREAS , the Omnibus Plan was established to promote the interests of the Company by attracting and retaining directors and employees of outstanding ability and to provide employees an incentive to make material contributions to the success of the Company by providing them with equity based compensation, which will increase in value based upon the market performance of the Company’s common stock and corporate achievement of financial and other performance goals;
           WHEREAS , the Omnibus Plan was approved by the Company’s shareholders on January 28, 2009;
           WHEREAS , the Company wishes to amend certain provisions of the Omnibus Plan pursuant to this Second Amendment subject to shareholder approval;
           WHEREAS , capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Omnibus Plan;
           NOW, THEREFORE , the Omnibus Plan is amended in the following particulars effective as of January 17, 2011:
AMENDMENT
  1.   Sections 4.1(a) and (b) of the Omnibus Plan shall be, and hereby is, deleted in its entirety and replaced with the following subject to shareholder approval of this Second Amendment:
 
                (a) Subject to adjustment as provided in Section 4.4 of the Plan, the maximum number of Shares available for issuance under the Plan shall be 6.4 million Shares plus the number of Shares subject to Awards outstanding under the Prior Plans as of Effective Date but only to the extent that such outstanding Awards are forfeited, expire or otherwise terminate without the issuance of such Shares. To the extent that a Share is issued pursuant to the grant or exercise of a Full Value Award, it shall reduce the number of Shares reserved under the Plan by 1.78 Shares, and to the extent that a Share is issued pursuant to the grant or exercise of an Award other than a Full Value Award, it shall reduce the number of Shares reserved under the Plan by 1.00 Share.

1

 

                (b) The maximum number of Shares that may be issued pursuant to ISOs under the Plan shall be 6.4 million Shares.”
* * * * * *
      All other definitions and all other rights, terms and conditions set forth in the Omnibus Plan shall remain the same with the same force and effect as originally adopted and approved by the Company’s shareholders.
      IN WITNESS WHEREOF, the Board of Directors of the Company has executed this Second Amendment effective as of January 17, 2011, the date of shareholder approval.

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