Edgar Filing: CHICAGO BRIDGE & IRON CO N V

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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Chicago Bridge & Iron Company N.V.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 8, 2013.


	Meeting Information
CHICAGO BRIDGE & IRON COMPANY N.V.	Meeting Type: Annual Meeting
CHICAGO BRIDGE & IRON COMPANY N.V.	For holders as of: March 14, 2013
CHICAGO BRIDGE & IRON COMPANY N.V. C/O CB&I 2103 RESEARCH FOREST DRIVE THE WOODLANDS, TX 77380	Date: May 8, 2013 Time: 2:00 p.m., local time
	Location:	InterContinental Amstel Amsterdam, Professor Tulpplein 1 1018 GX Amsterdam The Netherlands
	You are receiving this communication because you hold shares in the above named company.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.The proxy statement and annual report to securities holders are available at www.proxyvote.com. You can easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy materials and voting instructions.

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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH FORM 10-K
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				NOTICE OF AGENDA FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MAY 8, 2013
		Voting Items


		To the shareholders of: Chicago Bridge & Iron Company N.V. You are hereby notified that the Annual General Meeting of Shareholders (the “Annual Meeting”) of Chicago Bridge & Iron Company N.V. (the “Company”) will be held at the Intercontinental Amstel Amsterdam, Professor Tulpplein 1, 1018 GX Amsterdam, The Netherlands at 2:00 p.m., local time, on Wednesday, May 8, 2013, for the following purposes:



		1.		To elect two members of the Supervisory Board to serve until the Annual Meeting of Shareholders in 2016. The Supervisory Board recommends the election of Deborah M. Fretz and Michael L. Underwood to fill these positions;

		2.		To approve, by non-binding vote, the compensation of the Company’s named executive officers;

		3.		To authorize the preparation of our Dutch statutory annual accounts and the annual report of our Management Board in the English language and to adopt our Dutch statutory annual accounts for the year ended December 31, 2012;

		4.		To approve the final dividend for the year ended December 31, 2012 in an amount of $.20 per share, which has previously been paid out to shareholders in the form of interim dividends;

		5.		To discharge the sole member of our Management Board from liability in respect of the exercise of its duties during the year ended December 31, 2012;

		6.		To discharge the members of our Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2012;

		7.		To appoint Ernst & Young LLP as our independent registered public accounting firm, who will audit our accounts for the year ending December 31, 2013;

		8.		To approve the extension of the authority of our Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of our issued share capital until November 8, 2014 on the open market, through privately negotiated transactions or in one or more self tender offers for a price per share not less than the nominal value of a share and not higher than 110% of the most recent available (as of the time of repurchase) price of a share on any securities exchange where our shares are traded;

		9.		To approve the extension of the authority of our Supervisory Board to issue shares and/or grant rights to acquire our shares (including options to subscribe for shares), never to exceed the number of authorized but unissued shares, and to limit or exclude the preemptive rights of shareholders with respect to the issuance of shares and/or the grant of the right to acquire shares, until May 8, 2018; and

		10.		To adopt an amendment to the Chicago Bridge & Iron 2001 Employee Stock Purchase Plan.


		Other Agenda Item
		To discuss the dividend policy.
		Our Dutch statutory annual accounts and the annual report of the Management Board, and our Proxy Statement containing certain information relating to the Annual General Meeting required to be provided to shareholders by Dutch law are available for inspection by shareholders free of charge at our principal executive offices at Oostduinlaan 75, 2596 JJ The Hague, The Netherlands. Copies of these documents can also be obtained free of charge by request to the following address: Oostduinlaan 75, 2596 JJ The Hague, The Netherlands. Shareholders must give written notice to the Management Board of the Company of their intention to attend the Annual Meeting prior to May 6, 2013.


				Richard E. Chandler, Jr.

				Secretary