UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | January 3, 2011 |
The Shaw Group Inc.
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(Exact name of registrant as specified in its charter)
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| Louisiana | 1-12227 | 72-1106167 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 4171 Essen Lane, Baton Rouge, Louisiana | | 70809 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 225-932-2500 |
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On December 17, 2010, The Shaw Group Inc. (the "Company") filed a Proxy Statement on Schedule 14A with the Securities and Exchange Commission relating to its 2011 Annual Meeting of Shareholders. In its Proxy Statement, the Company submitted to shareholders a proposal to approve the Company’s amended 2008 Omnibus Plan (the "Plan") that authorizes for issuance an additional 1,750,000 shares of the Company’s common stock. We wish to clarify additional details in respect to the Company's intention in granting future awards under the proposed amendment to the Plan.
Burn Rate Commitment
The Company commits that its average burn rate of equity awards under the Plan for the next three fiscal years, including the current fiscal year which began on September 1, 2010 will not exceed 2.0% of common shares outstanding. The burn rate will be calculated with the weighted average common shares outstanding as the denominator. For the sole purpose of calculating burn rate, full-value awards wil l be counted at a rate of 2.5 shares for each restricted stock or restricted stock unit granted (as opposed to each stock option which will be counted as one share) for the fiscal years 2011, 2012 and 2013. The 2.5 rate was determined using Institutional Shareholder Services recommended methodology based on the volatility of the Company’s stock as of September 1, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | The Shaw Group Inc. |
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| January 3, 2011 | | By: | | John Donofrio
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| | | | | Name: John Donofrio |
| | | | | Title: Executive Vice President, General Counsel and Corporate Secretary |
