Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2009, Chicago Bridge & Iron Company N.V. (the "Company") held its 2009
Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting,
the shareholders adopted (i) an amendment to the Chicago Bridge & Iron 2008
Long-Term Incentive Plan (the "Incentive Plan"), sponsored by Chicago Bridge &
Iron Company, a subsidiary of the Company, and (ii) an amendment to the Chicago
Bridge & Iron 2001 Employee Stock Purchase Plan (the "Stock Purchase Plan", and
together with the Incentive Plan, the "Plans"). The amendment to the Incentive
Plan increases the number of shares of the Company's common stock available for
awards granted under the Incentive Plan by 4,000,000 shares. The amendment to
the Stock Purchase Plan (1) increases the aggregate number of shares available
under the Stock Purchase Plan by 3,000,000 shares, (2) provides that the share
purchase for the first quarter of 2009 (which would normally have occurred on
the first business day following March 31, 2009), will not occur until the date
of shareholder approval, (3) provides that if the limit on available shares is
reached, share purchases of each participant will be reduced pro rata based on
the remaining available shares, and (4) provides that the termination of the
Stock Purchase Plan upon exhaustion of the authorized shares will not occur if
additional shares are authorized. The foregoing summary description of the
amendments to the Plans is qualified in its entirety by reference to the actual
terms of (i) the amendment to the Incentive Plan, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference, and (ii) the amendment to the
Stock Purchase Plan, which is attached hereto as Exhibit 10.2 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive
Plan (incorporated by reference from Annex B to the definitive proxy
statement pertaining to the 2009 Annual General Meeting of Chicago
Bridge & Iron Company N.V., filed with the Securities Exchange
Commission on March 25, 2009).
10.2 2009 Amendment to Chicago Bridge & Iron 2001 Employee Stock Purchase
Plan (incorporated by reference from Annex D to the definitive proxy
statement pertaining to the 2009 Annual General Meeting of Chicago
Bridge & Iron Company N.V., filed with the Securities and Exchange
Commission on March 25, 2009).
