form8-k.htm
 

 
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 3, 2011


Cameron International Corporation
______________________________________________
(Exact Name of Registrant as Specified in its Charter)


Delaware
___________________
(State or other
jurisdiction of
incorporation)
 
1-13884
_________________
(Commission
File Number)
76-0451843
___________________
 (I.R.S. Employer
Identification No.)

1333 West Loop South, Suite 1700,
Houston, Texas
________________________________________
77027
 
_______________
(Address of Principal Executive Offices)
(Zip Code)

 
Registrant’s telephone number, including area code:
(713) 513-3300

Not Applicable
_______________________________________________________________________
(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.

Cameron International Corporation (the “Company”) held its Annual Meeting of Stockholders on May 3, 2011.  Set forth below are the results of the voting with respect to each matter acted upon at the meeting.

1.  
 The election of director nominees to our Board of Directors as Class I Directors, each for a three year term, were elected based on the following votes:

 
Nominees
 
For
 
Against
 
Abstain
Broker
Non-Votes
Peter J. Fluor  
198,441,361
6,979,189
98,763
8,821,081
Jack B. Moore
198,655,599
6,692,146
171,568
8,821,081
 David Ross      
199,516,585
5,910,837
91,891
8,821,081


 2.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2011 was approved based on the following votes:

 
For
 
Against
 
Abstain
207,429,769
6,801,465
109,160


 3.
The proposal to approve the Company’s 2011 Management Incentive Compensation Plan was approved based on the following votes:

 
For
 
Against
 
Abstain
Broker
Non-Votes
201,034,657
4,372,449
112,207
8,821,081


 4.
The proposal to approve an amendment to the Company’s 2005 Equity Incentive Plan to change the option term from seven to ten years was approved based on the following votes:

 
For
 
Against
 
Abstain
Broker
Non-Votes
198,271,575
7,091,352
156,386
8,821,081


 5.
The proposal to conduct an advisory vote on the Company’s 2010 executive compensation was approved based on the following votes:


 
For
 
Against
 
Abstain
Broker
Non-Votes
197,282,313
7,616,826
620,174
8,821,081


 6.
The proposal to conduct an advisory vote on the frequency of future advisory votes on executive compensation was as follows:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
Broker
Non-Votes
168,810,215
1,632,044
26,353,462
2,075,303
15,468,902



 
 
 
 
SIGNATURE

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.


 
CAMERON INTERNATIONAL CORPORATION
 
 
 
By:           /s/ Grace B. Holmes                                           
 
       Grace B. Holmes
 
       Corporate Secretary and Chief Governance Officer




Date:     May 4, 2011