defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Chicago Bridge & Iron Company N.V.
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 6, 2010
Meeting Information
CHICAGO BRIDGE & IRON            Meeting Type: Annual General
COMPANY N.V. For holders as of: March 12, 2010
Date: May 6, 2010 Time: 2:00 p.m., local time
Location: Intercontinental Amstel Amsterdam
Professor Tulpplein 1
1018 GX Amsterdam
The Netherlands
You are receiving this communication because you hold shares
in the above named company.
CHICAGO BRIDGE & IRON COMPANY N.V. This is not a ballot. You cannot use this notice to vote these
C/O CB&I shares. This communication presents only an overview of
2103 RESEARCH FOREST DRIVE
THE WOODLANDS, TX 77380 the more complete proxy materials that are available to
you on the Internet. The proxy statement and annual
report to securities holders are available at
www.proxyvote.com. You can 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
M19749 — P89849 proxy materials and voting instructions.

 

 

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Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH FORM 10-K
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Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.
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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 April 22, 2010.
How To Vote
Please Choose One of the Following Voting Methods
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M19750-P89849 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: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 

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Voting Items
NOTICE OF AGENDA FOR
ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 6, 2010
To the shareholders of: Chicago Bridge & Iron Company N.V. 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 Amsterdam, Professor Tulpplein 1, 1018 GX Amsterdam, The Netherlands on May 6, 2010, for the following purposes:
1. To elect one member of the Supervisory Board to serve until the Annual General Meeting of Shareholders in 2013. The Supervisory Board recommends the election of Michael L. Underwood to fill this position;
2. To elect one member of the Management Board to serve until the Annual General Meeting of Shareholders in 2014. The Supervisory Board recommends Chicago Bridge & Iron Company B.V. to fill this position;
3. To authorize the preparation of our Dutch statutory annual accounts and the annual report of our Management Board in the English language, to discuss our annual report of the Management Board for the year ended December 31, 2009, and to adopt our Dutch statutory annual accounts for the year ended December 31, 2009;
4. 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, 2009;
5. To discharge the members of the Supervisory Board from liability in respect of the exercise of their duties during the year ended December 31, 2009;
6. To approve the extension of the authority of our Management Board, acting with the approval of the Supervisory Board, to repurchase up to 10% of our issued share capital until November 6, 2011 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, who will audit our accounts for the year ending December 31, 2010;
8. To approve the Chicago Bridge & Iron Company Incentive Compensation Program;
9. To approve the extension of the authority of the Supervisory Board to issue shares and/or grant rights to acquire shares (including options to subscribe for shares), never to exceed the number of authorized but unissued shares, and to limit or exclude the preemptive rights of shareholders with respect to the issuance of shares and/or the grant of the right to acquire shares, until May 6, 2015; and
10. To approve the compensation of the members of the Supervisory Board.
P89849 -
M19751

 

 

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Other Agenda Item
To discuss the dividend policy. Our Dutch statutory annual accounts and the annual report of the Management Board, and our Proxy Statement containing certain information relating to the Annual General Meeting required to be provided to shareholders by Dutch law 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
March 24, 2010 P89849
- M19752