- Current report filing (8-K)
25 September 2012 - 10:29PM
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): September 24, 2012
________________________
McDermott International, Inc.
(Exact
name of registrant as specified in its charter)
________________________
REPUBLIC OF PANAMA
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001-08430
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72-0593134
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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) 870-5900
(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 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On September 24, 2012, the Board of Directors (the “Board”) of McDermott
International, Inc. appointed William H. Schumann, III as a member of
the Board and as a member of the Audit Committee and the Governance
Committee of the Board.
In accordance with our non-employee director compensation program, Mr.
Schumann will receive (1) an annual retainer of $75,000, payable monthly
and (2) meeting fees of $2,500 for each meeting of the Board or a
committee (of which Mr. Schumann is a member) attended in excess of the
eighth Board or committee meeting per calendar year. In addition, Mr.
Schumann will receive a grant of restricted stock valued at
approximately $75,287, which represents the prorated value of the annual
stock grant awarded to non-employee directors in May of 2012 under our
non-employee director compensation program. This grant was made on
September 24, 2012, the date of Mr. Schumann’s appointment to the Board.
Mr. Schumann does not have any interest in any transactions requiring
disclosure under Item 404(a) of Regulation S-K and there are no
arrangements or understandings between Mr. Schumann and any other person
pursuant to which he was appointed as a director.
A copy of our press release announcing the appointment is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Additionally, effective September 26, 2012, Mr. Thomas C. Schievelbein,
Board member, Chairman of the Compensation Committee and member of the
Governance Committee, has resigned from the Board in consideration of
increased demands on his time following his appointment as Chairman,
President and Chief Executive Officer of The Brinks Company. As a
result, the Board has appointed Ms. Mary L. Shafer-Malicki as Chairwoman
of the Compensation Committee effective September 26, 2012.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release dated September 25, 2012.
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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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September 25, 2012
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