WILLBROS GROUP, INC. (NASDAQ:WG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 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 Company’s 2017 Annual Meeting of Stockholders. There are no disagreements between Mr. DiPaolo and the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
As previously reported, at the Company’s 2016 Annual Meeting of Stockholders the amendment to the Company’s 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 Company’s common stock, as required by the Company’s 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 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.
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