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)

May 28, 2013

DEEP DOWN, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-30351	75-2263732
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8827 W. Sam Houston Pkwy N. Suite 100, Houston, TX 77040

(Address of principal executive offices) (Zip Code)

(281) 517-5000

Registrant’s telephone number, including area code

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))

SECTION 5 – Corporate Governance and Management.

ITEM 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On May 29, 2013, Deep Down, Inc. (the “Company”) announced Randolph W. Warner has joined the Board as an independent director and was appointed Chairman of the Audit Committee of the Board of Directors. Mr. Warner was elected by the current directors to fill a vacancy on the Board.

Mr. Warner is currently President and Chief Operating Officer of WHC, Inc., a pipeline facilities construction company based in Lafayette, Louisiana, a position he has held since January 2005. Mr. Warner holds a B.S. in General Engineering from the US Air Force Academy and an MBA in Business Administration from University of Houston. There are no family relationships between Mr. Warner and any director or executive officer of the Company.

In connection with such appointment, Mr. Warner received a grant of 30,000 shares of restricted common stock of the Company, of which one-third will vest on each of the first, second and third anniversary of the date of such grant.

SECTION 9 – Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits.  

(d) Exhibits:

99.1 Press Release issued by Deep Down, Inc. dated May 29, 2013

1

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.

Date: May 30, 2013

DEEP DOWN, INC.
By:	/s/ Eugene L. Butler
	Eugene L. Butler Executive Chairman and CFO

2

EX-99.1

Exhibit 99.1

NEWS RELEASE

May 29, 2013                      OTCQX: DPDW

DEEP DOWN NAMES NEW INDEPENDENT BOARD MEMBER

HOUSTON, TX – May 29, 2013/PRNewswire/ -- Deep Down, Inc. (the “Company”) (OTCQX: DPDW), an oilfield services company specializing in complex deepwater and ultra-deepwater oil production distribution system support services today announced that Randolph W. Warner has joined its Board of Directors, effective May 28, 2013.

Mr. Warner has joined the Board as an independent director and was appointed Chairman of the Audit Committee of the Board of Directors. Mr. Warner is currently President and Chief Operating Officer of WHC, Inc., which is a pipeline and facilities construction company based in Lafayette, Louisiana with operations along the Gulf of Mexico and numerous other states. Mr. Warner has held this position with WHC, Inc. since January of 2005.

Ron Smith, Chief Executive Officer of Deep Down, Inc. stated, “We are pleased to make this announcement about Randy joining our Board. This is another major step in strengthening our corporate governance. Randy is a seasoned executive and will provide guidance as we continue to expand and grow our Company.”

About Deep Down, Inc.

Deep Down, Inc. is an oilfield services company serving the worldwide offshore exploration and production industry. Deep Down's proven services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, installation buoyancy, ROVs and tooling, marine vessel automation, control, and ballast systems. Deep Down supports subsea engineering, installation, commissioning, and maintenance projects through specialized, highly experienced service teams and engineered technological solutions. Deep Down’s primary focus is on more complex deepwater and ultra-deepwater oil production distribution system support services and technologies used between the platform and the wellhead. More information about Deep Down is available at www.deepdowncorp.com.

Forward-Looking Statements

Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.

For Further Information

Investor Relations

Casey Stegman

Stonegate Securities, Inc.

casey@stonegateinc.com

972.850.2001