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): April 22, 2014
McDermott International, Inc.
(Exact name of registrant as specified in its charter)
| REPUBLIC OF PANAMA | 001-08430 | 72-0593134 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 757 N. Eldridge Parkway | ||
| Houston, Texas | 77079 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including Area Code: (281) 870-5000
(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 FR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On April 22, 2014, McDermott International, Inc. (“McDermott”) issued a press release announcing that Gary P. Luquette has been elected as non-executive Chairman of McDermott’s Board of Directors, effective May 6, 2014. As previously disclosed and pursuant to McDermott’s By-Law requirements, D. Bradley McWilliams will retire from McDermott’s Board of Directors, after eleven years of service, on May 6, 2014. Mr. McWilliams currently serves as non-executive Chairman of the Board of Directors.
McDermott also announced the following changes and leadership of McDermott’s Board committees, effective April 22, 2014:
| • | William H. Schumann, III will serve as Chairman of the Audit Committee |
| • | David A. Trice will serve as Chairman of the Finance Committee |
| • | Stephen G. Hanks will serve as Chairman of the Governance Committee |
| • | Mary L. Shafer-Malicki will continue to serve as Chairman of the Compensation Committee |
A copy of the press release is included as Exhibit 99.1 to this report and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release dated April 22, 2014. |
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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.
| McDERMOTT INTERNATIONAL, INC. | ||
| By: | /s/ Perry L. Elders | |
| Perry L. Elders | ||
| Senior Vice President and Chief Financial Officer | ||
April 23, 2014
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INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 22, 2014. | |
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EXHIBIT 99.1
Gary P. Luquette Elected as Non-Executive Chairman of McDermott’s Board of Directors
HOUSTON — April 22, 2014 — McDermott International, Inc. (NYSE: MDR) (“McDermott” or the “Company”) announced today that Gary P. Luquette has been elected as non-executive Chairman of McDermott’s Board of Directors, effective May 6, 2014.
Mr. Luquette has served as a member of McDermott’s Board of Directors since October 18, 2013. He retired from his position as President, Chevron North America Exploration and Production, a unit of Chevron Corporation, in September 2013, following 35 years of service with Chevron.
As previously disclosed and pursuant to the Company’s By-Law requirements, D. Bradley McWilliams will retire from McDermott’s Board of Directors after eleven years of service on May 6, 2014. Mr. McWilliams currently serves as non-executive Chairman of the Board of Directors.
The Company also announced the following changes and leadership of McDermott’s Board of Director committees, effective today:
| • | William H. Schumann, III will serve as Chairman of the Audit Committee |
| • | David A. Trice will serve as Chairman of the Finance Committee |
| • | Steven G. Hanks will serve as Chairman of the Governance Committee |
| • | Mary L. Shafer-Malicki will continue to serve as Chairman of the Compensation Committee |
“I would like to thank Mr. McWilliams for his leadership and many valuable contributions to the Company over the past eleven years,” said David Dickson, President and Chief Executive Officer. “I look forward to working with Mr. Luquette closely to leverage his extensive managerial and operational experience in upstream oil and gas.”
About the Company
McDermott is a leading provider of integrated engineering, procurement, construction and installation (EPCI) services for upstream field developments worldwide. The Company delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning for complex Offshore and Subsea oil and gas projects to help oil companies safely produce and transport hydrocarbons. Our clients include national and major energy companies. Operating in more than 20 countries across the world, our locally focused and globally integrated resources include approximately 14,000 employees, a diversified fleet of specialty marine construction vessels, fabrication facilities and engineering offices. We are renowned for our extensive knowledge and experience, technological advancements, performance records, superior safety and commitment to deliver. McDermott has served the energy industry since 1923 and is listed on the New York Stock Exchange.
To learn more, please visit McDermott’s website on the Internet at www.mcdermott.com.
McDERMOTT CONTACTS:
Investors, Analysts and Financial Media:
Steven D. Oldham
Vice President, Treasurer and Investor Relations
(281) 870-5147
soldham@mcdermott.com