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 6, 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 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 5.07 Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

McDermott International, Inc. held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, May 6, 2014, in Houston, Texas.  Set forth below are the final voting results on each matter submitted to a vote of stockholders at the Annual Meeting.  Each proposal is described in more detail in our Proxy Statement for the Annual Meeting dated March 24, 2014.

Proposal 1:  The stockholders elected each of the eight director nominees to our Board of Directors for a one-year term, with the voting results as follows:

Nominee   Votes For   Votes Withheld   Broker Non-Votes
John F. Bookout, III 169,072,131 20,650,893 31,264,585
Roger A. Brown 168,598,915 21,124,109 31,264,585
David Dickson 185,505,667 4,217,357 31,264,585
Stephen G. Hanks 171,433,803 18,289,221 31,264,585
Gary P. Luquette 185,451,838 4,271,186 31,264,585
William H. Schumann, III 185,397,471 4,325,553 31,264,585
Mary L. Shafer-Malicki 171,370,736 18,352,288 31,264,585
David A. Trice 171,200,312 18,522,712 31,264,585

Proposal 2:  The stockholders approved, on an advisory basis, our named executive officer compensation, with the voting results as follows:

For   Against   Abstentions   Broker Non-Votes
160,881,153 26,043,958 2,797,913 31,264,585

Proposal 3:  The stockholders approved the 2014 McDermott International, Inc. Long-Term Incentive Plan, with the voting results as follows:

For   Against   Abstentions   Broker Non-Votes
172,246,466 14,833,411 2,643,147 31,264,585

Proposal 4:  The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2014, with the voting results as follows:

For   Against   Abstentions
212,898,743 2,591,075 5,497,791

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

2

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

99.1      Press Release Announcing the Results of the Annual Meeting dated May 6, 2014.

3

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

 

May 6, 2014

4

INDEX TO EXHIBITS

Exhibit

Number

Description

 

99.1

Press Release Announcing the Results of the Annual Meeting dated May 6, 2014.

5