SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 25, 2011
MICHAEL BAKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
100 Airside Drive
Moon Township, Pennsylvania
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants Telephone Number, Including Area Code)
(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):
|¨||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))|
This Form 8-K/A is being filed as an amendment (the Amendment) to Michael Baker Corporations (Michael Baker) Current Report on Form 8-K dated May 26, 2011, which was filed with the Securities and Exchange Commission on May 26, 2011 (the Form 8-K). The sole purpose of this Amendment is to disclose the decision of Michael Bakers Board of Directors regarding how often Michael Baker will conduct shareholder advisory votes on Michael Bakers named executive officer compensation. Except for the new disclosure set forth herein, no other changes have been made to the Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, at Michael Bakers annual meeting of shareholders (the Annual Meeting) on May 25, 2011, a majority of votes of Michael Bakers shareholders were cast in favor of holding an advisory vote related to the compensation paid to Michael Bakers named executive officers on an annual basis. As a result of the shareholder advisory vote, and consistent with the Boards recommendation, the Board of Directors has determined that Michael Baker will include an advisory vote to approve the compensation of Michael Bakers named executive officers in its proxy materials on an annual basis until the next required vote on the frequency of such votes is held, which is currently required to occur no later than Michael Bakers annual meeting of shareholders in 2017.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Michael Baker has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|MICHAEL BAKER CORPORATION|
Bradley L. Mallory
President and Chief Executive Officer
Date: August 5, 2011