0000941548-15-000009.txt : 20150511 0000941548-15-000009.hdr.sgml : 20150511 20150511165322 ACCESSION NUMBER: 0000941548-15-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150508 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150511 DATE AS OF CHANGE: 20150511 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13884 FILM NUMBER: 15851503 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 form8k.htm CAMERON INTERNATIONAL CORP 8-K 5-8-2015

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 8, 2015


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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2015, the Board of Directors elected, effective October 5, 2015, R. Scott Rowe as Chief Executive Officer.  Mr. Rowe is Cameron's President and Chief Operating Officer.  Cameron's current Chairman and Chief Executive Officer, Jack B. Moore, will remain the Company's Chairman.  Mr. Moore was named President and Chief Executive Officer of the Company in April 2008, became Chairman, President and Chief Executive Officer in May 2011 and has been the Chairman and Chief Executive Officer since October 1, 2014, when Mr. Rowe was elected as President and Chief Operating Officer.  Mr. Rowe joined Cameron in 2002 as Corporate Development Manager and has served as President and Chief Operating Officer since October 1, 2014.  He was first elected as a Vice President of Cameron in 2012.  From March 1, 2014 to September 30, 2014, Mr. Rowe served as Chief Executive Officer and from June 2013 to March 2014 was President for OneSubsea, Cameron's joint venture with Schlumberger Limited.  Mr. Rowe has held other significant positions in both Drilling and Production Systems and Valves and Measurement divisions, including President of the Subsea Systems division from 2012 to 2013, President of the Engineered and Process Valves division from 2010 to 2012, President, Process Valves and Aftermarket from 2008 to 2010, and Vice President and General Manager of the Distributed Valves division from 2007 to 2008.  Mr. Rowe received a salary increase to $700,000, a 15.3% increase, effective June 1, 2015.
Gary M. Halverson, Senior Vice President and President of Drilling and Production Systems, notified the Company that he intends to retire, effective May 31, 2016.  Effective May 31, 2015, Mr. Halverson will cease to serve as President of Drilling and Production Systems (DPS), the position of President of DPS will be eliminated, and each of these business units will report directly to the Company's President and Chief Operating Officer.  Mr. Halverson will continue to serve as a Senior Vice President of the Company reporting to the Chief Operating Officer.  Mr. Halverson's indemnification agreement with the Company will continue in effect in accordance with its terms.

The Cameron Board approved an increase in the annual retainer for the chair of the Nominating and Governance Committee to $15,000, effective May 8, 2015.



Item 5.07
Submission of Matters to a Vote of Security Holders

Cameron held its Annual Meeting of Stockholders on May 8, 2015.  Set forth below are the results of the voting with respect to each matter acted upon at the Annual Meeting of Stockholders.

Proposal 1                          Election of Directors

The stockholders elected each of the following nominees to serve as a director to hold office until the 2016 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
 

Nominees
For
Against
Abstain
Broker Non-Votes
H. Paulett Eberhart
151,712,846
1,174,496
  311,257
12,318,528
Peter J. Flour
151,216,455
1,650,704
  331,440
12,318,528
Douglas L. Foshee
151,101,371
1,767,602
  329,626
12,318,528
Rodolfo Landim
151,915,006
   943,471
  340,122
12,318,528
Jack B. Moore
148,446,783
3,993,931
  757,885
12,318,528
Michael E. Patrick
150,215,292
2,648,595
  334,712
12,318,528
Timothy J. Probert
151,804,400
1,056,242
  337,957
12,318,528
Jon Erik Reinhardsen
151,072,864
1,732,488
  393,247
12,318,528
R. Scott Rowe
151,533,609
1,347,930
  317,060
12,318,528
Brent J. Smolik
151,905,427
   952,050
  341,122
12,318,528
Bruce W. Wilkinson
148,336,466
3,458,382
1,403,751
12,318,528


 
Proposal 2                          Ratification of the Appointment of Independent Registered Public Accountants for 2015

The stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2015.

 
For
 
Against
 
Abstain
 
163,006,134
2,271,007
239,986
     


Proposal 3                          Advisory Vote on Cameron's 2014 Executive Compensation

The stockholders approved, on an advisory basis, the 2014 compensation of Cameron's named executive officers as follows:

 
For
 
Against
 
Abstain
Broker
Non-Votes
 
147,774,409
4,443,000
981,190
12,318,528



Item 9.01
 
Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.
  
Description of Exhibit
     
99.1
 
 
Press Release of Cameron International Corporation dated May 11, 2015 – Cameron Announces Leadership Succession Plan Effective Q4 2015
 



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
 
 
By:
/s/     Grace B. Holmes
  
   
Grace B. Holmes
   
Vice President, Corporate Secretary and
Chief Governance Officer
   





Date:            May 11, 2015


EXHIBIT INDEX

Exhibit No.
  
Description of Exhibit
     
 
Press Release of Cameron International Corporation dated May 11, 2015 – Cameron Announces Leadership Succession Plan Effective Q4 2015
 


EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
2015-16



Contact:  Scott Lamb
Vice President, Investor Relations
(713) 513-3344





CAMERON ANNOUNCES LEADERSHIP SUCCESSION PLAN EFFECTIVE Q4 2015


HOUSTON, May 11, 2015 -- Cameron (NYSE: CAM) announced today a planned leadership change as part of its long-range succession planning process.

·
Jack B. Moore, Chairman of the Board and Chief Executive Officer, has advised the board of directors of his plan to retire as CEO on October 5, 2015.  Moore will continue to serve as Chairman of the Board beyond October.

·
The company's board of directors has named R. Scott Rowe as Chief Executive Officer of the company to be effective October 5, 2015.  Rowe was named in September 2014 to his current position as President and Chief Operating Officer.

"The board of directors has devoted a great deal of time and effort to the development of the company's succession plans for the CEO and other senior leadership positions," said Moore.  "The changes we are announcing today are a direct result of this work.  Scott is a strong leader who has significant operating experience, an in-depth knowledge of Cameron and broad business acumen – and he is widely respected among our customers and employees.  I know I speak for the entire board of directors when I say that Scott is ideally equipped to assume this leadership role and help drive the company to the next stage of its growth."

Cameron (NYSE: CAM) is a leading provider of flow equipment products, systems and services to worldwide oil and gas industries.

###

Website: www.c-a-m.com