UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 17, 2015
WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-34259 |
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30-0513080 |
(Commission
File Number) |
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(IRS Employer
Identification No.) |
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4400 Post Oak Parkway, Suite 1000, Houston, Texas |
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77027 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(713) 403-8000
(Registrants 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
(d) On April 17, 2015, the Board of Directors of Willbros Group, Inc. (the Company), upon the recommendation of the
Nominating/Corporate Governance Committee of the Board of Directors, appointed Phil D. Wedemeyer to serve as a Class I director of the Board of Directors, to fill a vacancy in Class I, for a term commencing on April 17, 2015 and
expiring at the Annual Meeting of Stockholders of the Company in 2015 and until his successor is duly elected and qualifies, unless he sooner dies, retires or resigns. Upon the further recommendation of the Nominating/Corporate Governance Committee,
the Board of Directors also appointed Mr. Wedemeyer to serve on the Audit Committee of the Board of Directors coincident with the commencement of his service as a director.
Mr. Wedemeyer, as a non-employee director, will participate in the Willbros Group, Inc. Amended and Restated 2006 Director Restricted
Stock Plan, as amended (the Plan). In conjunction with his appointment, he automatically received an initial award of 4,050 restricted shares of common stock of the Company under the Plan. As a non-employee director, Mr. Wedemeyer
will receive (a) an annual cash retainer fee of $75,000, (b) an annual award of shares of common stock under the Plan (with the number of shares represented by the award being equal to $75,000 divided by the fair market value of a share of
common stock of the Company on the day of the award), and (c) a $1,500 fee for each in-person meeting and a $750 fee for each telephonic meeting of the Board of Directors, or Committee of the Board of Directors on which he serves, that he
attends.
Also in conjunction with his appointment, the Company will enter into an Indemnification Agreement with Mr. Wedemeyer, the
form of which has been filed as Exhibit 10 to our report on Form 10-Q for the quarter ended June 30, 2009. The Indemnification Agreement provides indemnity to the director against liabilities incurred in the performance of his duties to the
fullest extent permitted by law.
Item 7.01. |
Regulation FD Disclosure. |
On April 20, 2015, the Company issued a press release
announcing the appointment of Mr. Wedemeyer as a new director, which event is reported in Item 5.02 of this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
This information is being furnished pursuant 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.
Item 9.01. |
Financial Statements and Exhibits. |
(d) The following exhibit is furnished herewith:
99.1 Press release dated April 20, 2015, issued by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WILLBROS GROUP, INC. |
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Date: April 21, 2015 |
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By: |
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/s/ Van A. Welch |
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Van A. Welch |
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Executive Vice President and |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release dated April 20, 2015, issued by the Company. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Willbros Elects Phil D. Wedemeyer to Board of Directors
HOUSTON, TX, APRIL 20, 2015 Willbros Group, Inc. (NYSE: WG) announced today that its Board of Directors elected Phil D. Wedemeyer to the
Willbros Board on April 17, 2015. Mr. Wedemeyer retired as a partner from Grant Thornton LLP, an international accounting firm and also served in various capacities with the Public Company Accounting Oversight Board (PCAOB),
including serving as Director, Office of Research and Analysis and as a Deputy Director, Division of Registration and Inspection. Prior to his service with PCAOB, Mr. Wedemeyer was with Arthur Andersen SC for over 31 years, including 22 years
as a partner. Mr. Wedemeyer also serves as a director of publicly-traded Atwood Oceanics, Inc. and Trinity Steel Fabricators, a privately held fabricator of structures and vessels. He is a member of the Deloite Audit Quality Advisory Council
and is a licensed Certified Public Accountant. Mr. Wedemeyers more than 35 years of public accounting firm experience and service with the PCAOB and the Auditing Standards Board of the AICPA will provide the Board with extensive
accounting and financial expertise.
John T. McNabb, II, Chairman and Chief Executive Officer, commented, Phil Wedemeyer brings valuable accounting
and financial expertise to Willbros. He is a highly regarded accounting and audit professional. We welcome him to the Board and look forward to his contribution to our Audit Committee and the overall oversight of Willbros.
Willbros is a specialty energy infrastructure contractor serving the oil, gas, refining, petrochemical and power industries. Our offerings include
engineering, procurement and construction (either individually or as an integrated EPC service offering), maintenance, facilities development and operations services. For more information on Willbros, please visit our web site at
www.willbros.com.
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CONTACT: Michael W. Collier
SVP Investor Relations Marketing
& Communications Willbros
713-403-8038 |