CHICAGO BRIDGE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CHICAGO BRIDGE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Retirement of Chief Executive Officer
On May 15, 2017, Philip K. Asherman, President and Chief
Executive Officer and a member of CBIs Supervisory Board (the
Board), provided notice to Chicago Bridge Iron Company N.V. (CBI)
of his election to retire effective July 1, 2017. On May 18,
2017, CBI issued a press release announcing Mr. Ashermans
retirement, which is included with this Current Report on Form
8-K.
Mr. Asherman will receive the benefits to which he is entitled
upon his retirement under the terms and conditions of the
applicable plans and agreements, as described in CBIs Proxy
Statement filed with the SEC on March 24, 2017. In connection
with his retirement, Mr. Asherman will receive credit for service
through December 31, 2017 for purposes of the Chicago Bridge Iron
2008 Long-Term Incentive Plan, as amended (the Incentive Plan).
As a result, Mr. Ashermans awards of 82,798 restricted stock
units received in 2017 under the Incentive Plan will qualify for
vesting due to retirement, and his awards of 188,946 performance
shares received in 2017 under the Incentive Plan will be
distributed after the applicable performance periods, subject to
achievement of the applicable performance targets. In addition,
Mr. Ashermans retirement will be treated as a qualified
termination under the special incentive stock award received by
Mr. Asherman in January 2015, as a result of which the related
43,414 restricted stock units will vest upon his retirement and
the remaining 86,828 performance shares will be distributed after
the applicable performance periods, subject to achievement of the
applicable performance targets.
Appointment of New Chief Executive Officer
On May 18, 2017, CBI announced the appointment of Patrick K.
Mullen (52), CBIs current Chief Operating Officer, to the office
of President and Chief Executive Officer effective July 1, 2017
to fill the vacancy resulting from Mr. Ashermans retirement. Mr.
Mullen has served as CBIs Chief Operating Officer since September
2016. Previously, he served as CBIs Executive Vice President and
operating group President, Engineering Construction from December
2013 to September 2016, and as Executive Vice President,
Corporate Development from February 2013 to December 2013. Mr.
Mullen joined CBI through the ABB Lummus acquisition in 2007 and
served as Senior Vice President, Business Development for
Technology from 2007 to 2013.
As Chief Executive Officer, Mr. Mullen will continue to receive
compensation to certain plans provided by CBI, including an
annual incentive compensation plan, the Incentive Plan, and
health and benefit plans generally available to CBIs other
executive officers. In addition, effective July 1, 2017, Mr.
Mullens base salary will be increased to $1,100,000 and his
target award opportunity under the annual incentive compensation
program for 2017 as a percentage of base salary will be increased
to 130% (for which he will receive pro ration for the first six
months of 2017). Additionally, Mr. Mullen is expected to be
granted an award under the Incentive Plan in connection with this
appointment with a value of approximately $2,500,000, in a form
and subject to vesting and other terms to be determined at a
later date.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
99.1 Press Release dated May 18, 2017


About CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI)

Chicago Bridge & Iron Company N.V. provides services to customers in energy infrastructure market. The Company provides services, such as conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services. Its Engineering and Construction segment provides engineering, procurement, and construction (EPC) services. Its Fabrication Services segment provides fabrication and erection of steel plate structures; fabrication of piping systems and process modules, and manufacturing and distribution of pipe and fittings. The Technology segment provides process technology licenses and associated engineering services, and catalysts, for petrochemical and refining industries, and offers process planning and project development services. Its Capital Services operating group provides environmental engineering and remediation, infrastructure EPC services and program management.

CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI) Recent Trading Information

CHICAGO BRIDGE & IRON COMPANY N.V. (NYSE:CBI) closed its last trading session down -0.86 at 19.35 with 9,950,648 shares trading hands.

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