0000941548-14-000027.txt : 20140912 0000941548-14-000027.hdr.sgml : 20140912 20140911195308 ACCESSION NUMBER: 0000941548-14-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140911 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140912 DATE AS OF CHANGE: 20140911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1018 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13884 FILM NUMBER: 141099288 BUSINESS ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 1333 WEST LOOP SOUTH STREET 2: STE 1700 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: COOPER CAMERON CORP DATE OF NAME CHANGE: 19950315 8-K 1 cam_8-k.htm 8-K SEPTEMBER 11, 2014
 

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 05, 2014


Cameron International Corporation
______________________________________________
(Exact Name of Registrant as Specified in its Charter)


Delaware
___________________
(State or other
jurisdiction of
incorporation)
 
1-13884
_________________
(Commission
File Number)
76-0451843
___________________
 (I.R.S. Employer
Identification No.)

1333 West Loop South, Suite 1700,
Houston, Texas
________________________________________
77027
 
_______________
(Address of Principal Executive Offices)
(Zip Code)

 
Registrant's telephone number, including area code:
(713) 513-3300

Not Applicable
_______________________________________________________________________
(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
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 5, 2014, the Board of Directors of Cameron International Corporation ("Cameron") elected R. Scott Rowe, 43, as President and Chief Operating Officer.  On September 11, 2014, Cameron issued a press release announcing that Mr. Rowe will assume the newly created position effective October 1, 2014.  Mr. Rowe has served as the Chief Executive Officer of OneSubsea, Cameron's joint venture with Schlumberger Limited ("Schlumberger"), since 2014. From 2012 to 2013 Mr. Rowe served as President of Cameron's Subsea Systems division and from 2010 to 2012 as President of Engineered and Process Valves business in Cameron's Valves and Measurement segment. Jack B. Moore will remain Cameron's Chairman and Chief Executive Officer. Mr. Rowe will be succeeded in his role as CEO of OneSubsea by Mike Garding, Schlumberger's President of Completions.

Mr. Rowe will receive an annual base salary of $600,000 and be eligible for a target annual incentive compensation under Cameron's Management Incentive Compensation Plan of 85% of his salary with the actual payment based on Cameron's performance against annual goals established by the Compensation Committee.  In addition, Mr. Rowe will be granted long-term incentive awards with a value of $2,200,000 for the 2015 annual grant cycle in the form of incentive and non-qualified stock options, performance restricted stock units, and restricted stock units.  The terms of these grants other than the exercise price of the stock options, which will be equal to the fair market value of Cameron's common stock on the date of grant, are described in Cameron's proxy statement for its 2014 annual meeting of stockholders dated March 31, 2014. Mr. Rowe will be eligible to participate in all other compensation and benefit plans available to Cameron executives.  These compensation and benefit plans are described in the proxy statement referenced above.  Cameron previously entered into a Change-in-Control agreement with Mr. Rowe with a multiplier of two in substantially the same form filed as Exhibit 10.11 to the 2013 Form 10-K.

Additionally, effective January 2015, James E. Wright will retire as President of Cameron's Valves and Measurement Group.  He will be succeeded in this role by Douglas E. Meikle, 52.  Mr. Meikle has served as Vice President, Operational Excellence on Cameron's executive leadership team since 2013.  Prior to that time Mr. Meikle served as Chief Executive Officer of Stork Technical Services and Regional Vice President for Europe & Eurasia for Halliburton.
 
A copy of the press release announcing the management changes is filed as Exhibit 99.1 hereto and is incorporated by reference.

Item 9.01
Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.
 
Description of Exhibit
 
 
 
99.1
 
Press Release of Cameron International Corporation dated September 11, 2014 – Cameron Elects President and Chief Operating Officer.

SIGNATURE

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.


 
CAMERON INTERNATIONAL CORPORATION
 
 
 
   /s/ Grace B. Holmes                                                                               
 
Grace B. Holmes
 
Vice President, Corporate Secretary
 and Chief Governance Officer




Date:            September 11, 2014


 EX-99.1 2 press_release.htm SEPTEMBER 11, 2014 PRESS RELEASE
Exhibit 99.1

2014-12
 
Contact:  Jeff Altamari
Vice President, Investor Relations
(713) 513-3344

 
CAMERON ELECTS PRESIDENT AND CHIEF OPERATING OFFICER

 
Houston (September 11, 2014) - Cameron (NYSE:CAM) announced today that Scott Rowe will assume the newly created position of President and Chief Operating Officer (COO), effective October 1, 2014. In his new role, he will report directly to Jack Moore, who remains Chairman and Chief Executive Officer of the Company.
Scott has served with Cameron for 12 years, most recently as Chief Executive Officer of OneSubsea. Previously he served as President of the Company's Subsea Systems division and before that as President of Engineered and Process Valves business in the Company's Valves and Measurement segment.  Scott is an Engineering Management graduate from the US Military Academy at West Point and holds an MBA from Harvard Business School. Scott will be replaced in his role of Chief Executive Officer of OneSubsea by Mike Garding, who most recently served as Schlumberger's President of Completions.
Jack Moore stated, "Scott has led significant parts of our operations for the past six years in two of our segments.   His proven track record in improving the operations in each of those segments will serve Cameron well as we continue to drive our multi-year margin expansion program."
 
Additionally, effective January 2015, Jim Wright has elected to retire from his role as President of the Valves and Measurement Group following 35 years of distinguished leadership. He will be succeeded by Doug Meikle. Doug currently serves as Vice President, Operational Excellence on Cameron's executive leadership team.  Previously, he served as Chief Executive Officer of Stork Technical Services and Regional Vice President for Europe & Eurasia for Halliburton.

Cameron is a leading provider of flow equipment products, systems and services to worldwide oil, gas and process industries. For more information, visit  www.c-a-m.com.
###

This document includes forward-looking statements regarding the Company's margin expansion program made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Because the information herein is based solely on information currently available, it is subject to change as a result of changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the Company's future performance.  Additionally, the Company is not obligated to make public indication of such changes unless required under applicable disclosure rules and regulations.