UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )
 
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  McDermott International, Inc.  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 29, 2016.




















MCDERMOTT INTERNATIONAL, INC.




MCDERMOTT INTERNATIONAL, INC.
757 N. ELDRIDGE PKWY
HOUSTON, TX 77079

Meeting Information
Meeting Type:    Annual Meeting
Date: April 29, 2016  Time: 10:00 a.m., local time
For holders as of:    February 29, 2016

Location:

The Westin Houston Hotel
945 Gessner Road
Houston, Texas 77024

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.































— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT               ANNUAL REPORT
How to View Online:

Have the information that is printed in the box marked by the arrow  XXXX XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.

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— How To Vote —
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Vote In Person: Please review the proxy materials for the requirements for admission to the meeting. Please note that you may be asked to present valid photo identification and proof of share ownership when you check in for registration prior to the meeting. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com to transmit your voting instructions and to request electronic delivery of information up until 11:59 p.m., Eastern Time, on April 28, 2016 (April 26, 2016 for participants in McDermott's Thrift Plan). Have the information that is printed in the box marked by the arrow  XXXX XXXX XXXX XXXX  (located on the following page) available and follow the instructions.

Vote By Mail or Telephone: You can vote by mail or telephone by requesting paper copies of the materials, which will include a proxy card with further instructions.





Voting Items
  
The Board of Directors recommends you vote FOR the following:
 
1.     To elect nine members to our Board of Directors, each for a term of one year.
 
Nominees:
 
  01)      John F. Bookout, III       06)       Gary P. Luquette
  02)   Roger A. Brown   07)   William H. Schumann, III
  03)   David Dickson   08)   Mary L. Shafer-Malicki
  04)   Stephen G. Hanks   09)   David A. Trice
  05)   Erich Kaeser        

The Board of Directors recommends you vote FOR the following proposals:
 
2. Advisory vote to approve named executive officer compensation.
 
3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016.
   
4. Approval of our 2016 Executive Incentive Compensation Plan.
   
5. Approval of our 2016 Long-Term Incentive Plan.

 

 



















 
 
 
 
 
 


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