Download CAMERON INTERNATIONAL CORP (Form: 8-K

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):
September 05, 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)
1333 West Loop South, Suite 1700,
Houston, Texas
________________________________________
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
76-0451843
___________________
(I.R.S. Employer
Identification No.)
77027
_______________
(Zip 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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 5, 2014, the Board of Directors of Cameron International Corporation ("Cameron") elected R. Scott Rowe, 43, as President and
Chief Operating Officer. On September 11, 2014, Cameron issued a press release announcing that Mr. Rowe will assume the newly created
position effective October 1, 2014. Mr. Rowe has served as the Chief Executive Officer of OneSubsea, Cameron's joint venture with
Schlumberger Limited ("Schlumberger"), since 2014. From 2012 to 2013 Mr. Rowe served as President of Cameron's Subsea Systems division
and from 2010 to 2012 as President of Engineered and Process Valves business in Cameron's Valves and Measurement segment. Jack B.
Moore will remain Cameron's Chairman and Chief Executive Officer. Mr. Rowe will be succeeded in his role as CEO of OneSubsea by Mike
Garding, Schlumberger's President of Completions.
Mr. Rowe will receive an annual base salary of $600,000 and be eligible for a target annual incentive compensation under Cameron's
Management Incentive Compensation Plan of 85% of his salary with the actual payment based on Cameron's performance against annual goals
established by the Compensation Committee. In addition, Mr. Rowe will be granted long-term incentive awards with a value of $2,200,000 for
the 2015 annual grant cycle in the form of incentive and non-qualified stock options, performance restricted stock units, and restricted stock
units. The terms of these grants other than the exercise price of the stock options, which will be equal to the fair market value of Cameron's
common stock on the date of grant, are described in Cameron's proxy statement for its 2014 annual meeting of stockholders dated March 31,
2014. Mr. Rowe will be eligible to participate in all other compensation and benefit plans available to Cameron executives. These
compensation and benefit plans are described in the proxy statement referenced above. Cameron previously entered into a Change-in-Control
agreement with Mr. Rowe with a multiplier of two in substantially the same form filed as Exhibit 10.11 to the 2013 Form 10- K .
Additionally, effective January 2015, James E. Wright will retire as President of Cameron's Valves and Measurement Group. He will be
succeeded in this role by Douglas E. Meikle, 52. Mr. Meikle has served as Vice President, Operational Excellence on Cameron's executive
leadership team since 2013. Prior to that time Mr. Meikle served as Chief Executive Officer of Stork Technical Services and Regional Vice
President for Europe & Eurasia for Halliburton.
A copy of the press release announcing the management changes is filed as Exhibit 99.1 hereto and is incorporated by reference.
Item 9.01
(d)
Financial Statements and Exhibits.
Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release of Cameron International Corporation dated September 11, 2014 – Cameron Elects President and Chief
Operating Officer.
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:
September 11, 2014
Exhibit 99.1
2014-12
Contact: Jeff Altamari
Vice President, Investor Relations
(713) 513-3344
CAMERON ELECTS PRESIDENT AND CHIEF OPERATING OFFICER
Houston (September 11, 2014) - Cameron (NYSE:CAM) announced today that Scott Rowe will assume the newly created position of
President and Chief Operating Officer (COO), effective October 1, 2014. In his new role, he will report directly to Jack Moore, who remains
Chairman and Chief Executive Officer of the Company.
Scott has served with Cameron for 12 years, most recently as Chief Executive Officer of OneSubsea. Previously he served as
President of the Company's Subsea Systems division and before that as President of Engineered and Process Valves business in the Company's
Valves and Measurement segment. Scott is an Engineering Management graduate from the US Military Academy at West Point and holds an
MBA from Harvard Business School. Scott will be replaced in his role of Chief Executive Officer of OneSubsea by Mike Garding, who most
recently served as Schlumberger's President of Completions.
Jack Moore stated, "Scott has led significant parts of our operations for the past six years in two of our segments. His proven track
record in improving the operations in each of those segments will serve Cameron well as we continue to drive our multi-year margin expansion
program."
Additionally, effective January 2015, Jim Wright has elected to retire from his role as President of the Valves and Measurement Group
following 35 years of distinguished leadership. He will be succeeded by Doug Meikle. Doug currently serves as Vice President, Operational
Excellence on Cameron's executive leadership team. Previously, he served as Chief Executive Officer of Stork Technical Services and
Regional Vice President for Europe & Eurasia for Halliburton.
Cameron is a leading provider of flow equipment products, systems and services to worldwide oil, gas and process industries. For
more information, visit www.c-a-m.com.
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This document includes forward-looking statements regarding the Company's margin expansion program made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because the information herein is based solely on information
currently available, it is subject to change as a result of changes in conditions over which the Company has no control or influence, and should
not therefore be viewed as assurance regarding the Company's future performance. Additionally, the Company is not obligated to make public
indication of such changes unless required under applicable disclosure rules and regulations.