Current Report Filing (8-k)
02 Mai 2019 - 10:42PM
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): May 2, 2019
McDERMOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Republic of Panama
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001-08430
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72-0593134
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. employer
identification number)
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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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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $1.00 par value
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MDR
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NYSE
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Forbes I. J. Alexander
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100,898,909
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3,637,997
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40,226,913
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Philippe Barril
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100,896,434
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3,640,472
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40,226,913
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John F. Bookout, III
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100,048,871
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4,488,035
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40,226,913
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David Dickson
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101,635,502
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2,901,404
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40,226,913
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L. Richard Flury
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86,573,770
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17,963,136
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40,226,913
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W. Craig Kissel
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100,845,101
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3,691,805
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40,226,913
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Gary P. Luquette
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101,068,281
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3,468,625
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40,226,913
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James H. Miller
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100,780,199
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3,756,707
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40,226,913
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William H. Schumann, III
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100,898,077
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3,638,829
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40,226,913
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Mary L. Shafer-Malicki
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100,758,786
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3,778,120
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40,226,913
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Marsha C. Williams
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100,275,753
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4,261,153
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40,226,913
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Proposal 2
: The stockholders approved the advisory vote on executive compensation, with the voting results as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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95,401,142
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8,205,450
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930,314
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40,226,913
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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:
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For
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Against
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Abstentions
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139,968,953
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4,374,392
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420,474
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Proposal 4
: The stockholders approved the 2019 McDermott International, Inc. Long-Term Incentive Plan, with the voting
results as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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96,584,854
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7,350,967
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601,085
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40,226,913
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Item 9.01
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Financial Statements and Exhibits.
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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.
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McDERMOTT INTERNATIONAL, INC.
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By:
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/s/ Stuart A. Spence
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Stuart A. Spence
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Executive Vice President and Chief Financial Officer
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May 2, 2019
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