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MCDERMOTT INTERNATIONAL INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 6, 2014



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.

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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. EldersPerry L. Elders Senior Vice President and Chief Financial Officer May 6, 2014 4



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Source: Edgar Glimpses


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