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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 15, 1997
SOUTHDOWN, INC.
(Exact name of registrant as specified in its charter)
Louisiana 1-6117 72-0296500
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
1200 Smith Street
Suite 2400
Houston, Texas 77002
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (713) 650-6200
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Item 5. Other Events
On May 15, 1997, Southdown, Inc. (the Company) held its 1997 Annual Meeting
of Shareholders. At the Annual Meeting, Messrs. Clarence C. Comer, Robert G.
Potter and Robert J. Slater were elected as Class III directors to serve for a
three-year term expiring at the Company s annual meeting of shareholders in 2000
and until their successors are duly elected and have qualified. The shareholders
of the Company also ratified and approved the Board of Directors amendment of
the 1991 Nonqualified Stock Option Plan for Non-Employee Directors of the
Company, approved for federal income tax law purposes the Company's Annual
Incentive Plan, approved the Company's Phantom Stock and Deferred Compensation
Plan for Non-Employee Directors and ratified the appointment of Deloitte &
Touche LLP as the independent auditors of the Company for the year ending
December 31, 1997.
The votes of the shareholders of the Company with respect to the election of
directors were as follows:
Nominee For Withheld
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Clarence C. Comer 20,083,518 66,868
Robert G. Potter 20,090,426 59,960
Robert J. Slater 20,086,173 64,213
The shareholder vote with respect to ratification and approval of the Board of
Directors amendment of the 1991 Nonqualified Stock Option Plan for Non-Employee
Directors of the Company was 19,172,204 for ratification and approval and
847,179 against, with 131,003 abstentions.
With respect to the approval for federal income tax law purposes of the
Company's Annual Incentive Plan, the shareholder vote was 19,786,662 for
approval and 229,859 against, with 133,865 abstentions.
With respect to the approval of the Company's Phantom Stock and Deferred
Compensation Plan for Non-Employee Directors, the shareholder vote was
19,562,322 for approval and 401,356 against,
with 186,708 abstentions.
The shareholder vote with respect to ratification of the appointment of
Deloitte & Touche LLP as the independent auditors for the Company for the year
ending December 31, 1997 was 20,005,789 for ratification and 16,565 against,
with 128,032 abstentions.
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 thereunto duly authorized.
SOUTHDOWN, INC.
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(Registrant)
Date: June 3, 1997 By: JAMES L. PERSKY
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James L. Persky
Executive Vice President-
Finance and Administration
(Principal Financial Officer)
