- Current report filing (8-K)
April 01 2009 - 3:00PM
Edgar (US Regulatory)
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 1, 2009
McDERMOTT
INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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REPUBLIC OF PANAMA
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001-08430
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72-0593134
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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777 N. Eldridge Parkway, Houston, Texas
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77079
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s Telephone Number, including Area Code:
(281)
870-5901
_______________________________________________________
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Stephen M. Johnson has been appointed our President and Chief Operating
Officer, effective April 1, 2009. A copy of the press release
announcing Mr. Johnson’s appointment is furnished as Exhibit 99.1.
Mr. Johnson, age 57, was previously employed with Washington Group
International, Inc. from 2001 to 2008, most recently as Senior Executive
Vice President and Member of the Office of the Chairman. There is no
family relationship between Mr. Johnson and any of our directors or
executive officers. Additionally, Mr. Johnson has no material interest
in any current or pending transactions in which we or our subsidiaries
participate.
In connection with Mr. Johnson’s appointment, his compensation
arrangement consists of the following principal terms:
(1) An annual base salary of $750,000.
(2) An equity award with a value of $3,000,000 composed of 40%
stock options, 40% restricted stock units and 20% performance shares.
(3) Eligibility for participation in our cash bonus plan, the
Executive Incentive Compensation Plan, at a target award equal to 85% of
his annual base salary.
(4) Offered a Change-in-Control agreement on terms approved by the
Compensation Committee.
(5) Relocation assistance for his move to our headquarters in
Houston, including temporary housing and travel assistance for up to 12
months.
(6) Severance benefits entitling him to a payment equal to 12
months of his then current base salary in the event he is terminated
without cause prior to December 31, 2009.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated April 1, 2009
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.
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McDERMOTT INTERNATIONAL, INC.
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By:
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/s/ Dennis S. Baldwin
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Dennis S. Baldwin
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Vice President and Chief Accounting Officer
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April 1, 2009
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