WILLBROS GROUP, INC. (NYSE:WG) Files An 8-K Material Modification to Rights of Security Holders

Item3.03.

Material Modification to Rights of Security Holders.

(a)At the June1, 2017 Annual Meeting of Stockholders (the Annual
Meeting) of Willbros Group, Inc. (the Company), the results of
which are set forth in Item 5.07 below, the Companys stockholders
approved amendments to the Companys Certificate of Incorporation
(the Charter Amendments) to eliminate the supermajority voting
requirements and to declassify the Companys board of directors
(the Board).

Elimination of Supermajority Voting Requirements

The Companys Certificate of Incorporation previously provided
that any proposal to amend or repeal, or adopt any provision
inconsistent with Article FIFTH of the Companys Certificate of
Incorporation must be approved by the affirmative vote of at
least 75% of the Companys outstanding shares entitled to vote
thereon. Article FIFTH contains provisions relating to the number
of directors, the classification and terms of office of
directors, filling vacancies on the Board, and the removal of
directors. The Charter Amendments eliminated this supermajority
requirement. Under Delaware law, the further amendment of Article
FIFTH of the Companys Certificate of Incorporation will require
the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote thereon.

Board Declassification

The Companys Certificate of Incorporation previously provided
that the Board is divided into three classes, each of which
serves for staggered three-year terms. to the Charter Amendments:

At the Annual Meeting, ClassIII directors were elected for terms of one year;

At the 2018 annual meeting of stockholders, ClassI and ClassIII directors will be elected for terms of one year; and

Beginning with the 2019 annual meeting of stockholders, the Board will cease to be classified and all directors will be elected annually for terms of one year.

Delaware law provides that directors serving on boards that are
not classified may be removed by stockholders with or without
cause, while directors serving on boards that are classified may
only be removed by stockholders for cause. Accordingly, to
conform to Delaware law, the Charter Amendments provide that,
following the declassification of the Board, directors may be
removed by the Companys stockholders, with or without cause.

Conforming Bylaw Amendments

Immediately following the Annual Meeting, on June1, 2017, the
Board approved the amendment and restatement of the Bylaws of the
Company (the Bylaw Amendment). The sole purpose of the Bylaw
Amendment was to conform the Companys Bylaws to the Charter
Amendments approved by the Companys stockholders and described
above under the caption Board Declassification.

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This summary of the Charter Amendments and the Bylaw Amendment is
qualified in its entirety by reference to a complete copy of the
Certificate of Amendment of Certificate of Incorporation of
Willbros Group, Inc., the Certificate of Incorporation, as
amended, of Willbros Group, Inc. and the Bylaw Amendment, which
are attached as Exhibits 3.1, 3.2 and 3.3 to this Current Report
on Form 8-K and incorporated by reference herein.

Item5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On June1, 2017, the Companys stockholders approved the
Willbros Group, Inc. 2017 Stock and Incentive Compensation Plan
(the 2017 Plan), which allows the Company to grant stock-based
and cash-based compensation to employees (including employees of
subsidiaries) and non-employee directors. The 2017 Plan
authorizes the issuance of 6,000,000 shares of Company common
stock. No further awards will be made under the Willbros Group,
Inc. 2010 Stock and Incentive Compensation Plan or the Willbros
Group, Inc. Amended and Restated 2006 Director Restricted Stock
Plan.

All employees of the Company and its subsidiaries and
non-employee directors are eligible to receive awards under the
2017 Plan, as determined by the Compensation Committee of the
Board of Directors (the Committee) or the Board of Directors. The
Committee will administer the 2017 Plan. Awards under the 2017
Plan may be granted in any one or a combination of the following
forms: incentive stock options; non-qualified stock options;
stock appreciation rights; restricted stock; restricted stock
units; performance shares; performance units; cash-based awards;
and other stock-based awards.

A more detailed description of the 2017 Plan is contained in the
Companys Proxy Statement on Schedule14A for the Annual Meeting
filed with the Securities and Exchange Commission on April27,
2017. The 2017 Plan is filed as Exhibit10 to this Current Report
on Form 8-K and is incorporated by reference as though fully set
forth herein.

Item5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)The discussion of the Bylaw Amendment in Item 3.03 of this
Current Report on Form 8-K is incorporated by reference into this
Item 5.03.

Item5.07.

Submission of Matters to a Vote of Security Holders.

On June1, 2017, the Company held its Annual Meeting. A total of
62,782,311 shares of the Companys common stock were entitled to
vote as of April12, 2017, the record date for the Annual Meeting.
There were 59,620,017 shares present, in person or by proxy, at
the Annual Meeting (or 94.96% of the outstanding shares), at
which the stockholders were asked to vote on seven proposals. Set
forth below are the matters acted upon by the stockholders at the
Annual Meeting, and the final voting results of each such
proposal.

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Proposal One Approval of a Proposal to Amend the Certificate of
Incorporation to Eliminate the Supermajority Voting Requirements

The stockholders voted to approve the proposal to amend the
Companys Certificate of Incorporation to eliminate the
supermajority voting requirements. The results of the vote were
as follows:

For		Against		Abstain		Broker Non-Votes
51,762,558		1,535,386		99,199		6,222,874

Proposal Two Approval of a Proposal to Amend the Certificate of
Incorporation to Declassify the Board

The stockholders voted to approve the proposal to amend the
Companys Certificate of Incorporation to declassify the Board.
The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
51,751,583		1,544,617		100,943		6,222,874

Proposal Three Election of Directors

The stockholders voted to elect two ClassIII Directors to serve
for a term expiring at the annual meeting of stockholders in 2018
and until their successors shall be duly elected and qualified.
The results of the vote were as follows:

		For			Against			Abstain			Broker Non-Votes
W. Gary Gates			52,018,845				1,250,941				127,357				6,222,874
Daniel E. Lonergan			48,124,538				5,150,851				121,754				6,222,874

Proposal Four Advisory Vote to Approve

Named Executive Officer Compensation

The stockholders voted to approve, on an advisory basis, named
executive officer compensation. The results of the vote were as
follows:

For		Against		Abstain		Broker Non-Votes
52,501,182		528,400		367,561		6,222,874

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Proposal Five Advisory Vote on the Frequency of a Future Advisory
Vote on Executive Compensation

The stockholders expressed a preference for the option of once
every year as the preferred frequency for the holding of future
advisory votes on compensation of named executive officers. The
results of the vote were as follows:

1 Year		2Years		3Years		Abstain		Broker Non-Votes
47,066,572		311,168		5,892,553		126,850		6,222,874

Proposal Six Approval of the Willbros Group, Inc. 2017 Stock and
Incentive Compensation Plan

The stockholders voted to approve the 2017 Plan. The results of
the vote were as follows:

For		Against		Abstain		Broker Non-Votes
50,442,886		2,588,193		366,064		6,222,874

Proposal Seven Ratification of Appointment of Independent

Registered Public Accounting Firm

The stockholders voted to ratify the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for 2017. The results of the vote were as
follows:

For		Against		Abstain		Broker Non-Votes
58,683,592		188,257		748,168		-0-

Disclosure Regarding Frequency of Stockholder Advisory
Vote on Executive Compensation

The Board recommended that the stockholders vote to conduct
future advisory votes on executive compensation every year. In
light of the voting results and the Boards recommendation, the
Company has decided that it will include a stockholder advisory
vote on named executive officer compensation in its proxy
materials every year until the next required vote on the
frequency of stockholder votes on named executive officer
compensation.

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Item9.01.

Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
3.1*		Certificate of Amendment of Certificate of Incorporation of Willbros Group, Inc., a Delaware corporation.
3.2		Certificate of Incorporation, as amended, of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 4.1 to the Companys Registration Statement on Form S-3, Registration No.333-218413, and incorporated herein by reference).
3.3		Amended and Restated Bylaws of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 4.2 to the Companys Registration Statement on Form S-3, Registration No.333-218413, and incorporated herein by reference).
		Willbros Group, Inc. 2017 Stock and Incentive Compensation Plan (filed as ExhibitC to the Companys Proxy Statement on Schedule14A, filed April27, 2017, and incorporated herein by reference).

*	Filed herewith.

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About WILLBROS GROUP, INC. (NYSE:WG)

Willbros Group, Inc. (Willbros) is a specialty energy infrastructure contractor serving the oil, gas, refining, petrochemical and power industries. The Company’s offerings include construction, maintenance and facilities development services. The Company operates through three segments: Oil & Gas, Utility T&D and Canada. The Company provides services through operating subsidiaries. The Company’s segments operated primarily in the United States and Canada. It provides construction, project management, maintenance and lifecycle extension services to the midstream markets. It provides a range of services in electric and natural gas transmission and distribution, including comprehensive engineering, procurement, maintenance and construction, repair and restoration of utility infrastructure. Its projects and specialty services include a range of construction project work, including both above and below ground piping from small and midinch projects to large diameter mainline spreads.