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): September 26, 2018
McDermott International, Inc.
(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA | 001-08430 | 72-0593134 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
757 N. Eldridge Parkway Houston, Texas | 77079 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the
Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 Wednesday, September 26, 2018, in London, England. 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 August 10, 2018.
Proposal 1 : The stockholders elected each of the eleven director nominees to our Board of Directors for a term extending until our 2019 Annual Meeting of Stockholders, with the voting results as follows:
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||
Forbes I. J. Alexander | 119,675,443 | 1,607,711 | 38,134,649 | |||
Philippe Barril | 119,245,274 | 2,037,880 | 38,134,649 | |||
John F. Bookout, III | 117,200,328 | 4,082,826 | 38,134,649 | |||
David Dickson | 119,373,033 | 1,910,121 | 38,134,649 | |||
L. Richard Flury | 109,565,196 | 11,717,958 | 38,134,649 | |||
W. Craig Kissel | 109,924,445 |
11,358,709 |
38,134,649 | |||
Gary P. Luquette | 117,444,288 | 3,838,866 | 38,134,649 | |||
James H. Miller | 119,649,640 | 1,633,514 | 38,134,649 | |||
William H. Schumann, III | 119,259,161 | 2,023,993 | 38,134,649 | |||
Mary L. Shafer-Malicki | 119,324,241 | 1,958,913 | 38,134,649 | |||
Marsha C. Williams | 109,051,475 | 12,231,679 | 38,134,649 |
Proposal 2 : The stockholders approved the advisory vote on executive compensation, with the voting results as follows:
For |
Against |
Abstentions |
Broker Non-Votes |
|||
117,205,565 |
3,657,747 | 419,842 | 38,134,649 |
Proposal 3 : The stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018, with the voting results as follows:
For |
Against |
Abstentions |
||
157,591,939 |
1,525,107 | 300,757 |
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits |
EXHIBIT INDEX
99.1 | Press Release dated September 26, 2018. |
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.
McDERMOTT INTERNATIONAL, INC. | ||||||
By: | /s/ Stuart Spence | |||||
Stuart Spence | ||||||
Executive Vice President and Chief Financial Officer |
September 26, 2018
Exhibit 99.1
NEWS RELEASE
McDermott Announces Results of Annual Stockholders Meeting
HOUSTON September 26, 2018 McDermott International, Inc. (NYSE: MDR) announced today the results of its Annual Meeting of Stockholders held Wednesday, September 26, 2018 in London, England.
Based on the voting results from the meeting, stockholders elected Forbes I.J. Alexander, Philippe Barril, John F. Bookout, III, David Dickson, L. Richard Flury, W. Craig Kissel, Gary P. Luquette, James H. Miller, William H. Schumann, III, Mary L. Shafer-Malicki and Marsha C. Williams to McDermotts Board of Directors, each for terms extending until McDermotts 2019 Annual Meeting of Stockholders, with the average percentage of votes cast for each director being approximately 96 percent of the votes cast by stockholders.
In addition, stockholders approved, on an advisory basis, McDermotts named executive officer compensation with an affirmative vote of over 96 percent of the votes cast by stockholders and ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2018.
About McDermott
McDermott is a premier, fully integrated provider of technology, engineering and construction solutions to the energy industry. For more than a century, customers have trusted McDermott to design and build end-to-end infrastructure and technology solutionsfrom the wellhead to the storage tankto transport and transform oil and gas into the products the world needs today. Our proprietary technologies, integrated expertise and comprehensive solutions deliver certainty, innovation and added value to energy projects around the world. Customers rely on McDermott to deliver certainty to the most complex projects, from concept to commissioning. It is called the One McDermott Way. Operating in over 54 countries, McDermotts locally focused and globally-integrated resources include approximately 40,000 employees and engineers, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. As used in this press release, McDermott includes McDermott International, Inc. and its subsidiaries and affiliates. To learn more, visit www.mcdermott.com .
Contacts:
Investor Relations
Scott Lamb
Vice President, Investor Relations
+1 832 513 1068
Scott.Lamb@McDermott.com
Global Media Relations
Gentry Brann
Global Vice President, Communications
+1 281 870 5269
Gentry.Brann@McDermott.com