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): September 1, 2017

McDermott International, Inc.

(Exact name of registrant as specified in its charter)

REPUBLIC OF PANAMA	001-08430	72-0593134
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On September 1, 2017, the Board of Directors (the “Board”) of McDermott International, Inc. appointed Philippe Barril as a member of the Board and the Governance Committee of the Board.

In accordance with our non-employee director compensation program, Mr. Barril will receive (1) an annual retainer of $85,000, payable monthly and (2) meeting fees of $2,500 for each meeting of the Board or a committee (of which Mr. Barril is a member) attended, in person or by telephone, in excess of the twelfth Board or committee meeting per annual term of service. In addition, Mr. Barril will receive a grant of restricted stock valued at approximately $88,397, which represents the prorated value of the annual stock grant awarded to non-employee directors in May of 2017 under our non-employee director compensation program. This grant was made on September 1, 2017, the date of Mr. Barril’s appointment to the Board.

Mr. Barril does not have any interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K and there are no arrangements or understandings between Mr. Barril and any other person pursuant to which he was appointed as a director.

A copy of our press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated September 5, 2017.

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/ Stuart Spence
	Stuart Spence
	Executive Vice President and Chief Financial Officer

September 5, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated September 5, 2017.

EX-99.1

Exhibit 99.1

McDermott Appoints Philippe Barril to Board of Directors

HOUSTON—September 5, 2017—McDermott International, Inc. (NYSE:MDR) (“McDermott” or the “Company”) announced today that Philippe Barril has been appointed to its Board of Directors, effective September 1, 2017. Mr. Barril will serve on the Company’s Governance Committee.

Mr. Barril has served as the Chief Operating Officer of SBM Offshore N.V. (“SBM”), a provider of floating production solutions to the offshore energy industry, since March 2015, and has also been a member of SBM’s Management Board since April 2015. Mr. Barril has over 25 years of experience in the offshore oil and gas construction industry, including in engineering and project management, with significant experience in Africa and the Mediterranean. He has served in key roles of increasing responsibility for various companies, including as President and Chief Operating Officer of Technip S.A. (“Technip”) from January 2014 to January 2015; Executive Vice President and Chief Operating Officer, Onshore and Offshore, Technip, from September 2011 to December 2013; Senior Vice President, Offshore Segment, Technip France, from June 2010 to August 2011; and Senior Vice President, Offshore & Onshore Product Lines and Technologies, Technip France from November 2009 to May 2010. Mr. Barril, age 52, is a member of the International Council of Advisors to the Cyprus Presidency. He holds a graduate degree in Engineering from the Ecole Centrale de Lyon in France.

“We are very pleased to welcome Philippe to McDermott’s Board of Directors,” said Gary P. Luquette, Chair of the Board of McDermott. “Philippe’s extensive executive management and operational experience in the global oilfield engineering and construction industry will be a major asset to McDermott and will complement the extensive experience of our current Board. The addition of Philippe also reflects our continued commitment to ongoing refreshment and succession planning for the Board of Directors. The Board looks forward to working with Philippe and to his future contributions.”

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 customers include national and major energy companies. Operating in approximately 20 countries across the world, our locally focused and globally integrated resources include approximately 12,400 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. As used in this press release, McDermott includes McDermott International, Inc. and its subsidiaries and affiliates. To learn more, please visit our website at www.mcdermott.com.

McDermott International, Inc.

Investor Relations

Ty Lawrence

Vice President, Treasurer and Investor Relations

+1 281.870.5147

tplawrence@mcdermott.com

Media Relations

Adam Morgan

Director, Global Communications

+1 281.253.9005

amorgan@mcdermott.com