- Current report filing (8-K)
09 May 2011 - 8:07PM
Edgar (US Regulatory)
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
6, 2011
________________________
McDermott International, Inc.
(Exact
name of registrant as specified in its charter)
________________________
REPUBLIC OF PANAMA
(State
or other jurisdiction of incorporation)
001-08430
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72-0593134
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(Commission File Number)
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(IRS Employer Identification No.)
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757 N. Eldridge Parkway
Houston, Texas
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77079
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (281) 870-5000
(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.
Results of Annual Meeting of Stockholders
We held our Annual Meeting of Stockholders (the “Annual Meeting”) on
Friday, May 6, 2011, in Panama City, Panama. Set forth below are the
final voting results on each matter submitted to a vote of stockholders
at the Annual Meeting. Each proposal is described in more detail in our
Proxy Statement for the Annual Meeting dated March 25, 2011.
Proposal 1
: The stockholders elected each of the eight director
nominees to our Board of Directors for a one-year term, with the voting
results as follows:
Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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John F. Bookout, III
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193,130,295
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755,330
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20,960,126
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Roger A. Brown
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192,478,469
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1,407,156
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20,960,126
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Stephen G. Hanks
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192,718,671
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1,166,954
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20,960,126
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Stephen M. Johnson
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192,526,657
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1,358,968
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20,960,126
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D. Bradley McWilliams
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192,671,510
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1,214,115
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20,960,126
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Thomas C. Schievelbein
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192,598,919
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1,286,706
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20,960,126
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Mary L. Shafer-Malicki
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193,079,809
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805,816
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20,960,126
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David A. Trice
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192,733,306
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1,152,319
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20,960,126
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Proposal 2
: The stockholders approved the advisory vote on
executive compensation, with the voting results as follows:
For
|
Against
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Abstentions
|
Broker Non-Votes
|
188,073,297
|
1,706,488
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4,105,840
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20,960,126
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Proposal 3
: The stockholders approved, on an advisory basis, the
holding of the advisory vote on executive compensation every year, with
the voting results as follows:
1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
|
168,296,316
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668,057
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21,835,628
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3,085,624
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20,960,126
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Proposal 4
: The stockholders approved our Executive Incentive
Compensation Plan for tax deductibility reasons, with the voting results
as follows:
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
181,461,324
|
9,251,060
|
3,173,241
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20,960,126
|
Proposal 5
: The stockholders ratified the appointment of
Deloitte & Touche LLP as our independent registered public accounting
firm for the year ending December 31, 2011, with the voting results as
follows:
For
|
Against
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Abstentions
|
213,314,717
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1,426,502
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104,532
|
In light of the voting results with respect to the frequency of
stockholder votes on executive compensation, our Board of Directors has
determined that we will hold an annual advisory vote on executive
compensation until the next advisory vote on the frequency of
stockholder votes on executive compensation, or until the Board of
Directors determines it in the best interest of McDermott to hold such
vote with different frequency.
Item 8.01 Other Events.
Appointment of Chairman of the Board of Directors and Lead Director
At our Board of Directors meeting held on May 6, 2011, our Board of
Directors appointed Stephen M. Johnson, our President and Chief
Executive Officer, as Chairman of the Board of Directors, and D. Bradley
McWilliams as Lead Director, effective coincident with the adjournment
of the meeting. Mr. Johnson succeeds Mr. Ronald C. Cambre, who retired
from the Board of Directors after 11 years of service, effective
coincident with the adjournment of the meeting.
A copy of our press release announcing the results of the Annual Meeting
and the appointment of Mr. Johnson as Chairman of our Board of Directors
and Mr. McWilliams as Lead Director of our Board of Directors is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated May 9, 2011.
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.
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McDERMOTT INTERNATIONAL, INC.
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By:
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/s/Perry L. Elders
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Perry L. Elders
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Senior Vice President and Chief Financial Officer
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May 9, 2011
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