UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Exchange Act of 1934 (Amendment No. )
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Chicago Bridge & Iron Company N.V.
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| *** Exercise Your Right to Vote *** IMPORTANT NOTICE Regarding the Availability of Proxy Materials Meeting Information CHICAGO BRIDGE & IRON Meeting Type: Annual COMPANY N.V. For holders as of: 03/13/09 Date: 05/07/09 Time: 2:00 p.m. Location: Intercontinental Amstel Hotel Amsterdam Professor Tulpplein 1 1018 GX Amsterdam, The Netherlands You are receiving this communication because you hold shares in the company named above. ANG U7 5E This is not a ballot. Yo u cannot use this notice to vote ANDS these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or 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. b |
| Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the 12-Digit Control Number available (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 12-Digit Control Number (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 04/23/09. How To Vote Please Choose One of the Following Voting Methods 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 meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions. Vote By Mail: Yo u can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
| NOTICE OF AGENDA FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MAY 7, 2009 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 Hotel Amsterdam, Professor Tulpplein 1, 1018 GX Amsterdam, The Netherlands, at 2:00 P.M., local time, on Thursday, May 7, 2009, for the following purposes. 1. To elect three members of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2012. The Supervisory Board recommends the election of Philip K. Asherman, L. Richard Flury and W. Craig Kissel to fill these positions 2. 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, 2008; 3. To discharge the sole member of the Management Board from liability in respect of the exercise of its duties during the year ended December 31, 2008; 4. To discharge the members of the Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2008; 5. To approve the final dividend for the year ended December 31, 2008 in an amount of $0.16 per share; 6. To approve the extension of the authority of our Management Board, acting with the approval of our Supervisory Board, to repurchase up to 10% of our issued share capital until November 7, 2010 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. 7. To appoint Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2009; 8. To amend our Articles of Association to provide that the mandatory retirement date of directors who attain the age of seventy-two will be the day on which the annual meeting is held in the financial year following the year during which such director reaches the age of seventy-two; 9. To approve the amendment of the 2008 Long-Term Incentive Plan; 10. To approve the amendment of the Chicago Bridge & Iron 2001 Employee Stock Purchase Plan; 11. To approve the extension of the authority of the Supervisory Board to issue and/or grant rights to acquire shares (including options to subscribe for shares) and to limit or exclude the preemptive rights of shareholders of the Company until May 7, 2014; |
| Other Agenda Item To discuss the dividend policy. Our Dutch statutory annual accounts and the annual report of the Management Board, our Proxy Statement containing certain information relating to the Annual Meeting required to be provided to shareholders by Dutch law as well as a copy of the draft deed of amendment of our Articles of Association, 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 address above. David A. Delman Secretary |