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)
________________________
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REPUBLIC OF PANAMA |
001-08430 |
72-0593134 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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757 N. Eldridge Parkway Houston, Texas |
77079 |
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(Address of principal executive offices) |
(Zip Code) |
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))
________________________
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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99.1 |
Press Release dated September 25, 2012. |
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: |
/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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3
Exhibit 99.1
McDermott Appoints William H. Schumann III to its Board of Directors
HOUSTON--(BUSINESS WIRE)--September 25, 2012--McDermott International, Inc. (NYSE:MDR) ("McDermott" or the "Company") announced today that William H. Schumann, III has been appointed to its Board of Directors, effective September 24, 2012. Mr. Schumann will also serve on the Company’s Audit and Governance Committees.
Mr. Schumann retired from FMC Technologies, Inc., a leading provider of subsea technology solutions to the energy industry and products for other industrial markets, in August 2012, following over 30 years of service. During his distinguished career with FMC, Mr. Schumann held positions of increasing responsibility, including serving over 10 years as Chief Financial Officer.
Mr. Schumann, age 62, graduated from The University of California, Los Angeles with a Bachelor of Science degree in engineering and from the University of Southern California with a Master of Science degree in management science. He also serves on the boards of directors of Avnet, Inc. (NYSE: AVT), an industrial distributor of electronic components and products, and AMCOL International Corporation (NYSE: ACO), an international producer and marketer of value-added, specialty mineral and related products.
"We are pleased to welcome Bill to McDermott's Board of Directors," said Stephen M. Johnson, Chairman of the Board, President and Chief Executive Officer of McDermott. "His operational and financial experience in the global energy industry will be an asset, particularly as we increase our emphasis in the worldwide subsea industry. The Board looks forward to working with Bill and to his many contributions."
In addition, the Company announced today that it has accepted the resignation of Thomas C. Schievelbein from McDermott’s Board of Directors. Mr. Schievelbein resigned from his Directorship due to increased demands on his time as a result of his recent appointment as chairman of the board, president and chief executive officer of The Brink’s Company. Ms. Mary Shafer-Malicki, a McDermott director since 2011, will replace Mr. Schievelbein as Chair of the Company’s Compensation Committee.
“We greatly appreciate Tom’s many contributions to McDermott’s Board over the last 8 years and for serving as Chairman of the Compensation Committee for the past 4 years. We wish him all the best during his tenure leading The Brink’s Company,” continued Mr. Johnson. “The Board of Directors is very pleased to appoint Ms. Shafer-Malicki as Chairwoman of the Compensation Committee. She has served well on that committee since being appointed to our Board, and we look forward to her leadership of it.”
About the Company
McDermott is a leading engineering, procurement, construction and installation (“EPCI”) company focused on executing complex offshore oil and gas projects worldwide. Providing fully integrated EPCI services for upstream field developments, the Company delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning. McDermott’s customers include national and major energy companies. Operating in approximately 20 countries across the Atlantic, Middle East and Asia Pacific, the Company’s integrated resources include approximately 13,500 employees and a diversified fleet of marine vessels, fabrication facilities and engineering offices. McDermott has served the energy industry since 1923. To learn more, please visit McDermott’s website on the internet at www.mcdermott.com.
CONTACT:
McDermott International, Inc.
Investors, Analysts and
Financial Media:
Jay Roueche, (281) 870-5462
Vice President
jroueche@mcdermott.com
or
Trade
and General Media:
Louise Denly, (281) 870-5025
Director,
Corporate Communications
ldenly@mcdermott.com