UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
_______________________
Date
of Report: April 24, 2009
CEMEX, S.A.B. de
C.V.
(Exact
name of Registrant as specified in its charter)
CEMEX
Corp.
(Translation
of Registrant's name into English)
United Mexican
States
(Jurisdiction
of incorporation or organization)
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Av.
Ricardo Margáin Zozaya #325, Colonia Valle del Campestre
Garza García, Nuevo León, México
66265
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(Address
of principal executive
offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F X Form
40-F ___
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
____ No
X
If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
Contents
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1.
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Summary
of resolutions of the General Ordinary Shareholders Meeting of CEMEX,
S.A.B de C.V. (NYSE:CX) held on April 23,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de
C.V. has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CEMEX, S.A.B. de C.V.
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(Registrant)
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Date:
April 24,
2009
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By:
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/s/ Ramiro G. Villarreal
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Name: Ramiro
G. Villarreal
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Title:
Senior Vice-president and General
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Counsel
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EXHIBIT
INDEX
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EXHIBIT NO.
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DESCRIPTION
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1.
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Summary
of resolutions of the General Ordinary Shareholders Meeting of CEMEX,
S.A.B de C.V. (NYSE:CX) held on April 23,
2009.
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Exhibit
1
CEMEX,
S.A.B. DE C.V.
GENERAL
ORDINARY SHAREHOLDERS MEETING
APRIL
23, 2009
Summary
of resolutions of the shareholders meeting held in accordance with article 181
of the General Law of Commercial Corporations.
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FIRST:
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The
following reports and statements are approved: The Chief Executive
Officer’s report on the company’s operations during fiscal year 2008; the
stand-alone and consolidated statements of financial position, financial
results, changes in financial condition and changes to the capital stock,
and all accompanying notes, for fiscal year 2008; the report of the board
of directors on operations and activities in which it intervened during
fiscal year 2008; the annual report on activities of the audit and
corporate practices committee; the report containing the main accounting
and information policies and criteria used in preparing financial
information; and the report on the review of the company’s tax situation.
All acts and actions of the Chief Executive Officer, the board of
directors and the audit and corporate practices committee are
ratified.
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SECOND:
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The
proposal for application of profits is approved in accordance with the
following:
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(amounts
in millions of constant pesos as of December 31, 2008)
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Net
profit for the fiscal year from January 1 to December 31,
2008
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$
2,278
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Participation
in subsidiaries and affiliates
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(4,091)
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Net
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(1,813)
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Retained
earnings
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15,960
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Profits
pending application
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14,147
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Retained
earnings outstanding:
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$
14,147
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THIRD:
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The
following resolutions proposed by the board of directors to increase the
capital stock of the company are approved in accordance with their
terms:
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i.
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An
increase of $2’786,571.22 M.N. in the capital stock of the company in its
variable part, through the issuance of up to 1,003’587,546 non-par value,
nominative shares of common stock, of which up to 669’058,364 shall be
series A, sub-series A3, and up to 334’529,182 shall be Series B,
sub-series B3.
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ii.
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The
subscription of the increase in the capital stock at a theoretical value
of $0.00277661 M.N. per share, plus a premium to be determined by the
board of directors resulting in a price per Cemex.CPO equal to the
weighted average price per Cemex.CPO at the close of the Mexican Stock
Exchange on May 28, 2009.
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iii.
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The
1,003’587,546 non-par value, nominative shares of common stock of the
variable part of the capital stock of CEMEX, S.A.B. de C.V., shall confer
the same rights and obligations as the currently outstanding shares and
shall be fully paid through capitalization of the retained earnings
account.
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iv.
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The
shares representing the increase in the capital stock shall be represented
by Ordinary Participation Certificates (“Cemex.CPO”) to be issued by Banco
Nacional de México, S.A. as trustee in Trust number 111033-9, in an amount
up to 334’529,182 Cemex.CPOs, each representing two (2) common series “A”
shares and one (1) common series “B” share. The shares
representing the increase in the capital stock shall be issued in the name
of the trustee.
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v.
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Since
all 1,003’587,546 are fully paid, existing shareholders of the company
shall receive one new Cemex.CPO per 25 currently held, or (if applicable)
three new shares per each 75 currently held, out of the 25,089’688,629
shares representing the current outstanding capital stock of CEMEX, S.A.B.
de C.V., in each case in proportion to the series of shares corresponding
to each shareholder.
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vi.
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Shareholders
that do not hold Cemex.CPOs and do not have a brokerage account with a
financial or stock intermediary shall receive physical shares. Cash will
not be disbursed in any case. Fractional entitlements shall not confer
rights to new shares.
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vii.
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The
right of shareholders shall be exercised through coupon number 140 of
currently outstanding shares. The percentage participation of shareholders
in the capital stock shall remain the same after delivery of the new
shares.
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viii.
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New
stock certificates, whether definitive or provisional, representing the
series “A” and “B” shares issued pursuant to the proposed increase in the
variable part of the capital stock, may be signed by any two directors, in
accordance with the company’s by-laws, with coupons 141 to
149.
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ix.
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The
board of directors is authorized to determine the amount of the increase
of the capital stock, as well as the characteristics of the stock
certificates, and all other terms and conditions for delivery
thereof.
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x.
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Cancellation
of 648’054,657 treasury shares, of which 432’036,438 shall be series “A”
and 216’018,219 series “B”, affecting the variable capital
account by $1’799,395.04
M.N..
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xi.
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Authorization
of the president and the secretary of the board of directors,
indistinctly, to make all required publications, notifications and
communications. The board of directors shall formalize the increase of the
capital stock upon determination of the subscription
price.
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With respect to the resolution to
increase the capital stock in its variable part, the meeting was advised that the Mexican
Stock Exchange (Bolsa Mexicana de
Valores, S.A. de C.V.) shall determine the adjustment to the
price of the Cemex.CPO on May 29, 2009. Delivery of the new shares
and/or Cemex.CPOs to be issued is programmed for June 3, 2009.
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FOURTH:
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The board of directors of CEMEX,
S.A.B. de C.V. is authorized to negotiate and agree to all applicable terms and
conditions in connection with refinancing its debt with financial
institutions, and if applicable to grant such guaranties as may be
required.
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FIFTH:
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The following persons are
designated members of
the board of directors of
CEMEX, S.A.B.
DE C.V.:
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LORENZO
H. ZAMBRANO TREVIÑO
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Non-Independent
Director
(Reason:
Member of Senior Management)
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LORENZO
ROBERTO MILMO ZAMBRANO
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Non-Independent
Director
(Reason:
First Cousin of the Chief Executive Officer)
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ARMANDO
J. GARCIA SEGOVIA
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Non-Independent
Director
(Reason:
Member of Senior Management)
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RODOLFO
GARCIA MURIEL
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Non-Independent
Director
(Reason:
First Cousin of the Executive Vice-President of
Development)
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ROGELIO
ZAMBRANO LOZANO
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Non-Independent
Director
(Reason:
First Cousin of the Chief Executive Officer)
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TOMAS
MILMO SANTOS
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Non-Independent
Director
(Reason:
Nephew of the Chief Executive Officer)
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ROBERTO
LUIS ZAMBRANO VILLARREAL
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Independent
Director
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BERNARDO
QUINTANA ISAAC
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Independent
Director
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DIONISIO
GARZA MEDINA
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Independent
Director
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ALFONSO
CARLOS ROMO GARZA
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Independent
Director
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MAURICIO
JESUS ZAMBRANO VILLARREAL
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Independent
Director
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JOSE
MANUEL RINCON GALLARDO PURON
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Independent
Director
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LUIS
SANTOS DE LA GARZA
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Independent
Director
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JOSE
ANTONIO FERNANDEZ CARBAJAL
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Independent
Director
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RAFAEL
RANGEL SOSTMANN
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Independent
Director
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In
accordance with noted criteria and information provided by each nominee, none of
the directors identified as independent falls within the scope
of article 26 of the Mexican Securities Market Law.
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SIXTH:
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Messrs. LORENZO H. ZAMBRANO
TREVIÑO and RAMIRO GERARDO VILLARREAL MORALES are appointed, respectively,
president and secretary (non-director) of the board of directors of CEMEX, S.A.B.
DE C.V.
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SEVENTH:
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Directors will not be required to
guarantee their performance.
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EIGHTH:
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Messrs. ROBERTO LUIS ZAMBRANO
VILLARREAL and DIONISIO GARZA MEDINA are appointed, respectively,
president of the audit committee and president of the corporate practices
committee of CEMEX, S.A.B.
DE C.V. The secretary
of the board of directors shall act as the secretary
of each of the audit
committee and the corporate practices committee, but shall not be a member
thereof.
The compensation and risk
functions previously performed by subcommittees appointed by the old audit
and corporate practices committee, shall forthwith be performed by the
corresponding committee in accordance with the Mexican Securities Market
Law.
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NINTH:
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The
proposal for compensation of the members of the board of directors and of
the members of the audit and
the corporate practices committees, is approved as follows: “During
the next twelve months each director shall receive, as compensation, the
equivalent of a $50.00 pesos gold coin for each meeting he attends. The
board of directors shall determine the compensation to be received by each
member of the audit
committee
and of the corporate practices
committee.”
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TENTH:
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Messrs.
LORENZO H. ZAMBRANO TREVIÑO and RAMIRO GERARDO VILLARREAL MORALES, jointly
or separately, are appointed to formalize the minutes of this meeting
before the public notary of their choice, and to formalize and execute,
when applicable, all resolutions of this meeting and to make all necessary
registrations before the corresponding Public Registry of
Commerce.
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