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)

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))

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

 

LOGO

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 McDermott’s Board of Directors, each for terms extending until McDermott’s 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, McDermott’s 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 Company’s 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 solutions—from the wellhead to the storage tank—to 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, McDermott’s 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