8-K

 

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): February 21, 2008

Cameron International Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13884	76-0451843
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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 February 21, 2008, the Board of Directors of Cameron International Corporation (the "Company") approved the election, effective April 1, 2008, of Jack B. Moore as Chief Executive Officer, Charles M. Sledge as Chief Financial Officer, and Christopher Krummel as Vice President, Chief Accounting Officer and Controller. The Company had previously announced the CEO and CFO succession plans on a Form 8-K, filed on December 14, 2007.

In addition, the Compensation Committee approved salary increases for Mr. Moore to $800,000 and Mr. Sledge to $400,000, a 33.3% increase for both, in recognition of, and effective upon, their promotions.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 21, 2008, the Board of Directors of the Company amended the Company’s Second Amended and Restated Bylaws (the "Bylaws") in order to comply with changes to Rule 501 of the New York Stock Exchange ("NYSE") Listed Company Manual. Rule 501 requires that all securities listed on the NYSE, such as the Company’s common stock, must be eligible for participation in a direct registration system operated by a clearing agency, as defined in Section 3(a)(23) of the Securities Exchange Act of 1934 as amended, (the "Exchange Act"), that is registered with the Securities and Exchange Commission pursuant to Section 17A (b)(2) of the Exchange Act. A direct registration program permits a shareholder’s ownership to be recorded and maintained in the books of the issuer or the issuer’s transfer agent without the issuance of a physical stock certificate. Neither the new NYSE rules nor the changes to Article V, Sections 1 and 4 of the Bylaws set forth in the First Amendment to the Bylaws re quire the Company to eliminate physical stock certificates.

No other changes were made to the Bylaws. The full text of the First Amendment to the Bylaws is filed as Exhibit 3.1 to this report and incorporated herein by reference.

The First Amendment to the Bylaws is effective as of February 21, 2008.

Item 8.01 Other Events.

On February 21, 2008, the Board of Directors authorized the repurchase of an additional ten million (10,000,000) shares of its common stock under its existing Stock Repurchase Program.

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1 First Amendment to the Cameron International Corporation Second Amended and Restated Bylaws.

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 hereunto duly authorized.

	Cameron International Corporation
February 27, 2008	By:	William C. Lemmer
		Name: William C. Lemmer
		Title: Senior Vice President, General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
3.1	First Amendment to the Cameron International Corporation Second Amended and Restated Bylaws

EX-3.1

FIRST AMENDMENT
TO
SECOND RESTATED BYLAWS
OF
CAMERON INTERNATIONAL CORPORATION
(FORMERLY COOPER CAMERON CORPORATION)

Effective February 21, 2008

WHEREAS, the Board of Directors (the “Board”) of Cameron International Corporation, a Delaware corporation (the “Corporation”), has heretofore adopted the Corporation’s Second Restated Bylaws (the ”Bylaws”); and

WHEREAS, Section FOURTEENTH of the Restated Certificate of Incorporation of the Corporation and Article IX of the Bylaws provide that the Board has the power to amend the Bylaws; and

WHEREAS, by meeting of the Board on February 21 2008, the Board authorized and approved certain amendments to the Bylaws as set forth in this First amendment to Second Restated Bylaws;

NOW, THEREFORE, effective as of the date first set forth above, the Bylaws are hereby amended as follows:

A. Article V, Section 1 of the Bylaws is hereby amended and restated to read in its entirety as follows:

“Section 1. Certificates for Shares. The shares of the Corporation’s capital stock may be certificated or uncertificated, as provided under the laws of the State of Delaware. Except as otherwise provided by law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Each shareholder, upon written request to the Corporation or its transfer agent, shall be entitled to a certificate of the capital stock of the Corporation. If certificated, certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed (i) by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a vice President and (ii) by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.”

B. Article V, Section 4 of the Bylaws is hereby amended and restated to read in its entirety as follows:

“Section 4. Transfer of Shares. The Board of Directors may appoint one or more transfer agents for the Corporation’s capital stock and may make, or authorize such agent or agents to make, all such rules and regulations as are expedient governing the issue, transfer and registration of shares of capital stock of the Corporation and any certificates representing such shares. Transfer of the shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of his authority to transfer, or by his attorney thereunder authorized by power of attorney, duly executed and filed with Secretary of the Corporation or its transfer agent, either (i) if such shares are certificated, on surrender for cancellation of the certificate of such shares to the Corporation or its transfer agent, or (ii) if such shares are uncertificated, upon proper instructions from the holder thereof, in each case with such proof of authenticity of signature as the Corporation or its transfer agent may reasonably require. Prior to due presentment for registration of transfer of a security (whether certificate or uncertificated), the Corporation shall treat the registered owner of such security as the person exclusively entitled to vote, receive notifications and dividends, and otherwise to exercise all rights and powers of such security.”