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 16, 2014


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

Effective May 16, 2014, David Ross retired from the Board of Directors of Cameron International Corporation ("Cameron"), at the expiration of his term as a director, in accordance with Cameron's Corporate Governance Principles, which provide that a director may not stand for reelection after reaching 72 years of age.

Item 5.07
Submission of Matters to a Vote of Security Holders.

Cameron held its Annual Meeting of Stockholders on May 16, 2014.  Set forth below are the results of the voting with respect to each matter acted upon at the Annual Meeting of Stockholders.

Proposal 1 - Election of  Directors
 
The stockholders elected each of the following nominees to serve as a director to hold office until the 2015 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
 
Nominees
  
For
    
Against
    
Abstain
    
Non-Votes
  
H. Paulett Eberhart
    
171,427,211
      
724,396
      
340,781
      
12,597,982
  
Peter J. Flour
    
171,210,805
      
1,013,673
      
267,910
      
12,597,982
  
James T. Hackett
    
171,219,841
      
984,169
      
288,378
      
12,597,982
  
Jack B. Moore
    
167,197,960
      
3,282,701
      
2,011,727
      
12,597,982
  
Michael E. Patrick
    
168,876,891
      
3,320,307
      
295,190
      
12,597,982
  
Jon Erik Reinhardsen
    
170,983,942
      
1,220,044
      
288,402
      
12,597,982
  
Bruce W. Wilkinson
    
169,423,956
      
2,359,808
      
708,624
      
12,597,982
  


Proposal 2 - Ratification of the Appointment of Independent Registered Public Accountants for 2014
 
The stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2014.
 
For
  
Against
  
Abstain
 
180,866,899
    
2,682,619
    
1,540,852

 
Proposal 3 -  Proposal to Approve, on an Advisory Basis, Cameron's 2013 Executive Compensation

The stockholders approved, on an advisory basis, the 2013 compensation of Cameron's named executive officers as follows:
 
For
  
Against
  
Abstain
  
Broker
Non-Votes
 
165,461,985
    
5,686,317
    
1,344,086
    
12,597,982



 
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
 
 
 
/s/ Grace B. Holmes                                                                
 
  Grace B. Holmes
 
 Vice President, Corporate Secretary and Chief Governance Officer




Date:     May 22, 2014