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 15, 2014
General Cable Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 001-12983 | 06-1398235 | ||
(State or other jurisdiction |
(Commission |
(IRS Employer |
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 15, 2014, General Cable Corporation (the “Company”) held its 2014 Annual Meeting of Stockholders. Pursuant to our Director Retirement Policy, Robert L. Smialek retired from the Company’s Board of Directors at the Annual Meeting of Stockholders due to his attaining 70 years of age during his term. Mr. Smialek has been a member of the Company’s Board of Directors since 1997 and most recently served as the Chairman of the Compensation Committee and a member of the Governance Committee. Mr. Smialek’s retirement is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
(a) On May 15, 2014, the Company held its 2014 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 31, 2014. 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 2015 Annual Meeting of Stockholders or until his successor is duly elected and qualified.
Nominee | For | Withheld | Broker Non-Votes |
Sallie B. Bailey | 37,354,337 | 274,697 | 2,590,021 |
Gregory B. Kenny | 36,807,890 | 821,144 | 2,590,021 |
Gregory E. Lawton | 36,794,745 | 834,289 | 2,590,021 |
Craig P. Omtvedt | 36,712,536 | 916,498 | 2,590,021 |
Patrick M. Prevost | 37,355,409 | 273,625 | 2,590,021 |
John E. Welsh, III | 36,970,858 | 658,176 | 2,590,021 |
Proposal 2 — Ratification of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, to Audit General Cable’s 2014 Consolidated Financial Statements and Internal Controls Over Financial Reporting
The stockholders ratified the appointment of Deloitte & Touche LLP to audit the Company’s 2014 consolidated financial statements and internal controls over financial reporting.
For | Against | Abstain | |||
38,714,645 | 1,403,210 | 101,200 |
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 | ||||
29,580,627 | 7,063,427 | 984,980 | 2,590,021 |
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 21, 2014 |
By: |
/s/ Robert J. Siverd | |
Name: |
Robert J. Siverd | ||
Title: |
Executive Vice President, General Counsel and |
||
|
Secretary |
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