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


Date of Report (Date of earliest event reported):  May 12, 2011

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware   001-12983   06-1398235

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky

 

41076-9753

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:

(859) 572-8000

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:

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 5.07       Submission of Matters to a Vote of Security Holders

(a) On May 12, 2011, the Company held its 2011 Annual Meeting of Stockholders.

(b) The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the SEC on March 30, 2011.  The results of the stockholder vote are as follows:

Proposal 1 — Election of a Director

The stockholders elected each of the following nominees to serve as a director to hold office until the 2012 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

Nominee   For   Against   Abstain  

Broker Non-Votes

Gregory B. Kenny 35,006,147 2,759,164 328,426 6,035,859
Charles G. McClure, Jr. 37,237,820 527,491 328,426 6,035,859
Patrick M. Prevost 37,330,292 435,019 328,426 6,035,859
Robert L. Smialek 35,400,421 2,364,890 328,426 6,035,859
John E. Welsh, III 35,419,304 2,346,007 328,426 6,035,859

Proposal 2 — Ratification of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, to Audit General Cable’s 2011 Consolidated Financial Statements and Internal Controls Over Financial Reporting

The stockholders ratified the appointment of Deloitte & Touche LLP to audit the Company’s 2011 consolidated financial statements and internal controls over financial reporting.

For   Against   Abstain
41,630,557 2,160,575 10,038

Proposal 3 — Advisory Vote on Executive Compensation

The stockholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and the Summary Compensation Table contained in the Company’s Proxy Statement.

For   Against   Abstain   Broker Non-Votes
34,904,521 2,825,779 35,011 6,035,859

Proposal 4 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation

The stockholders voted to approve, on a nonbinding, advisory basis, holding an annual nonbinding, advisory vote on the compensation of the Company’s named executive officers.

One Year   Two Years   Three Years   Abstain   Broker Non-Votes
34,247,217 291,132 3,133,034 93,928 6,035,859

(d) The stockholders voted to approve, on a nonbinding, advisory basis, holding an annual nonbinding, advisory vote on the compensation of the Company’s named executive officers. In recognition of our stockholders advisory vote in favor of an annual vote, the Board of Directors has determined that a nonbinding, advisory vote on the compensation of the Company’s named executive officers will occur on an annual basis until the next required advisory vote on the frequency of stockholder votes on the compensation of executive officers.


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.


GENERAL CABLE CORPORATION

 

Date:

May 16, 2011

By:

/s/ Robert J. Siverd

Name:

Robert J. Siverd

Title:

Executive Vice President, General Counsel

and Secretary