Foster Wheeler (FWLT) 8-K Submission of Matters to a Vote of Security Holders

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):  May 3, 2011

FOSTER WHEELER AG

(Exact Name of Registrant as Specified in Its Charter)

Switzerland	001-31305	98-0607469
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 Rue de Lausanne, CH-1202, Geneva, Switzerland	1202
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code:    +41 22 741 8000
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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.07   Submission of Matters to a Vote of Security Holders.

On May 3, 2011, the Company held its annual general meeting of shareholders at its offices in Baar, Switzerland.  For Proposal 1, each of the nominees for re-election as a director of the Company received the requisite number of votes for re-election.  For Proposals 2 through 8 and Proposal 10 presented at the annual general meeting of shareholders, each proposal was approved by the requisite number of votes of the Company's shareholders.  For Proposal 9, the voting results are set forth below.

The voting results for each Proposal at the annual general meeting were as follows:

								Broker
		For		Against		Abstentions		Non-Votes
1.	Re-Election of three directors, for terms expiring in 2014 (1)
a.	Clayton C. Daley, Jr.		67,106,690		323,604		106,949		14,392,431
b.	Edward G. Galante		67,109,273		321,495		106,475		14,392,431
c.	Raymond J. Milchovich		67,086,991		345,158		105,094		14,392,431
2.	Re-election of independent auditor for 2011–PricewaterhouseCoopers AG		80,959,183		798,708		171,783		0
3.	Ratification of appointment of independent registered public accounting firm for 2011– PricewaterhouseCoopers LLP		80,435,953		1,317,532		176,189		0
4.	Approval of 2010 Swiss Annual Report and Statutory Financial Statements for fiscal year 2010		81,357,087		308,339		264,248		0
5.	Discharge of liability for directors and executive officers for 2010		79,898,999		1,188,664		842,011		0
6.	Creation of authorized capital replacing the expired authorized capital		77,628,311		4,011,707		289,656		0
7.	Approval of capital reduction through cancellation of shares repurchased and an associated amendment to our Articles of Association to reduce our share capital		81,333,228		344,795		251,651		0
8.	Advisory Approval of Named Executive Officer Compensation		47,877,306		19,354,552		305,385		14,392,431

		One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
9.	Advisory vote on the frequency of future named executive officer compensation advisory votes		60,870,875		246,580		6,297,146		122,642		14,392,431

								Broker
		For		Against		Abstentions		Non-Votes
10.	Re-allocation of free reserves to legal reserves from capital contribution		67,073,512		182,560		281,171		14,392,431

(1) In addition, the following directors continued to serve after the meeting: Eugene D. Atkinson, Umberto della Sala, Steven J. Demetriou, Stephanie Hanbury-Brown, Maureen B. Tart-Bezer and James D. Woods.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOSTER WHEELER AG
DATE:  May 4, 2011	By:	/s/ Michelle K. Davies
		Michelle K. Davies
		Corporate Secretary