0001349093-15-000040.txt : 20150520 0001349093-15-000040.hdr.sgml : 20150520 20150520160746 ACCESSION NUMBER: 0001349093-15-000040 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150512 FILED AS OF DATE: 20150520 DATE AS OF CHANGE: 20150520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-870-5000 MAIL ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Janzen Kelly CENTRAL INDEX KEY: 0001642635 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08430 FILM NUMBER: 15879711 MAIL ADDRESS: STREET 1: 757 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2015-05-12 0 0000708819 MCDERMOTT INTERNATIONAL INC MDR 0001642635 Janzen Kelly C/O MCDERMOTT INTERNATIONAL, INC. 757 N. ELDRIDGE PARKWAY HOUSTON TX 77079 0 1 0 0 VP, Finance and Chief Acct Off Restricted Stock Units Common Stock 42612 D Restricted Stock Units Common Stock 41541 D On December 1, 2014, the reporting person was granted 42,612 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive the value of one share of MDR common stock, with such resrticted stock units to be paid, in the sole discretion of the Compensation Committee: (i) in shares of MDR common stock, (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (ii) any combination thereof. On March 5, 2015, the reporting person was granted 41,541 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. Liane K. Hinrichs, Attorney-in-fact 2015-05-20 EX-24 2 attach_1.htm POWER OF ATTORNEY

Exhibit 24



LIMITED POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and

appoints each of Traci D. Brown, Liane K. Hinrichs, Robert E. Stumpf

and Kimberly J. Wolford, signing singly, the undersigned's true

and lawful attorney-in-fact to:



(1) prepare, execute in the undersigned's name and on the undersigned's

behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC")

a Form ID, including amendments thereto, and any other documents necessary or

appropriate to obtain codes and passwords enabling the undersigned to make

electronic filings with the SEC of reports required by Section 16(a) of the

Securities Exchange Act of 1934 or any rule or regulation of the SEC;



(2)        execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director of McDermott International, Inc. (the

"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;



(3) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4, or 5,

complete and execute any amendment or amendments thereto, and timely file such

form with the United States Securities and Exchange Commission and any stock

exchange or similar authority; and



(4) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities to comply

with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 12 day of May, 2015.





Signature:  /s/ Kelly Janzen

Print Name:  Kelly Janzen