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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(a) Of THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No.     )
 
Filed by the Registrant þ
 
Filed by a Party other than the Registrant o
 
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o  Preliminary Proxy Statement
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o  Definitive Proxy Statement
þ  Definitive Additional Materials
o  Soliciting Material Pursuant to § 240.14a-12
 
Chicago Bridge & Iron Company N.V.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
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o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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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 4, 2011
 
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CHICAGO BRIDGE & IRON
COMPANY N.V.
(CBI LOGO)

CHICAGO BRIDGE & IRON COMPANY N.V.
C/O CB&I
2103 RESEARCH FOREST DRIVE
THE WOODLANDS, TX 77380

Meeting Information
     
Meeting Type:
  Annual General
For holders as of:
    March 10, 2011
Date:    May 4, 2011
    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.


 

 

— Before You Vote —
How to Access the Proxy Materials
      

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT             ANNUAL REPORT WITH FORM 10-K

How to View Online:
Have the information that is printed in the box marked by the arrow è  XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
         
 
  1) BY INTERNET:   www.proxyvote.com
 
  2) BY TELEPHONE:   1-800-579-1639
 
  3) BY E-MAIL*:   sendmaterial@proxyvote.com
*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è  XXXX XXXX XXXX  (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before April 20, 2011.

— How To Vote —
Please Choose One of the Following Voting Methods

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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the Notice and Proxy Statement for directions to attend the shareholder meeting and any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è  XXXX XXXX XXXX  available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


 

 

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Voting Items
NOTICE OF AGENDA FOR
ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 4, 2011
To the shareholders of: Chicago Bridge & Iron Company N.V.
You are hereby notified that the Annual General Meeting of Shareholders 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 May 4, 2011, for the following purposes:
1.  
To elect two members of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2013. The Supervisory Board recommends the election of Gary L. Neale and J. Charles Jennett to fill these positions;
 
2.  
To elect two members of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2014. The Supervisory Board recommends the election of Larry D. McVay and Marsha C. Williams to fill these positions;
 
3.  
To approve, by non-binding vote, the compensation of the Company’s named executive officers;
 
4.  
To recommend, by non-binding vote, the frequency of the advisory vote on the compensation of the Company’s named executive officers;
 
5.  
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, 2010;
 
6.  
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, 2010;
 
7.  
To discharge the members of our Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2010;
 
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 of the Company until November 4, 2012, 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 appoint Ernst & Young LLP as our independent registered public accounting firm, who will audit our accounts for the year ending December 31, 2011;
 
10.  
To approve the extension of the authority of the Supervisory Board to issue shares and/or grant rights to acquire 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 of the Company with respect to the issuance of shares and/or the grant of the right to acquire shares, until May 4, 2016.
 
 


 

      
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.
Walter G. Browning
Secretary
 
 
 


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