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 2, 2019
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) |
(I.R.S. employer identification number) |
||
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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock, $1.00 par value | MDR | NYSE |
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 Thursday, May 2, 2019, 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 March 22, 2019.
Proposal 1 : The stockholders elected each of the eleven director nominees to our Board of Directors for a term extending until our 2020 Annual Meeting of Stockholders, with the voting results as follows:
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Forbes I. J. Alexander |
100,898,909 | 3,637,997 | 40,226,913 | |||||||||
Philippe Barril |
100,896,434 | 3,640,472 | 40,226,913 | |||||||||
John F. Bookout, III |
100,048,871 | 4,488,035 | 40,226,913 | |||||||||
David Dickson |
101,635,502 | 2,901,404 | 40,226,913 | |||||||||
L. Richard Flury |
86,573,770 | 17,963,136 | 40,226,913 | |||||||||
W. Craig Kissel |
100,845,101 | 3,691,805 | 40,226,913 | |||||||||
Gary P. Luquette |
101,068,281 | 3,468,625 | 40,226,913 | |||||||||
James H. Miller |
100,780,199 | 3,756,707 | 40,226,913 | |||||||||
William H. Schumann, III |
100,898,077 | 3,638,829 | 40,226,913 | |||||||||
Mary L. Shafer-Malicki |
100,758,786 | 3,778,120 | 40,226,913 | |||||||||
Marsha C. Williams |
100,275,753 | 4,261,153 | 40,226,913 |
Proposal 2 : The stockholders approved the advisory vote on executive compensation, with the voting results as follows:
For |
Against |
Abstentions |
Broker Non-Votes |
|||
95,401,142 |
8,205,450 | 930,314 | 40,226,913 |
Proposal 3 : The stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019, with the voting results as follows:
For |
Against |
Abstentions |
||
139,968,953 |
4,374,392 | 420,474 |
Proposal 4 : The stockholders approved the 2019 McDermott International, Inc. Long-Term Incentive Plan, with the voting results as follows:
For |
Against |
Abstentions |
Broker Non-Votes |
|||
96,584,854 |
7,350,967 | 601,085 | 40,226,913 |
Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits |
EXHIBIT INDEX
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 A. Spence |
|
Stuart A. Spence | ||
Executive Vice President and Chief Financial Officer |
May 2, 2019
Exhibit 99.1
NEWS RELEASE
McDermott Announces Results of Annual Stockholders Meeting
HOUSTON May 2, 2019 McDermott International, Inc. (NYSE: MDR) announced today the results of its Annual Meeting of Stockholders held Thursday, May 2, 2019 in London, England.
Based on the voting results from the meeting, stockholders elected Forbes I.J. Alexander, Philippe C. 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 a term extending until McDermotts 2020 Annual Meeting of Stockholders.
In addition, stockholders approved, on an advisory basis, McDermotts named executive officer compensation, approved the 2019 McDermott International, Inc. Long-Term Incentive Plan and ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2019.
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 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, McDermotts locally focused and globally integrated resources include approximately 32,000 employees and engineers, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. 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
Senior Vice President, Communications, Marketing and Administration
+1 281 870 5269
Gentry.Brann@McDermott.com