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)

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 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.

 

May 2, 2019