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): January 30, 2006
McMoRan Exploration Co.
(Exact name of registrant as specified in its charter)
Delaware | | 001-07791 | | 72-1424200 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
1615 Poydras Street | |
New Orleans, Louisiana | 70112 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (504) 582-4000
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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 30, 2006, the Board of Directors of McMoRan Exploration Co. (McMoRan) approved an amendment to Section 3.5 of McMoRan’s By-Laws to change the vote standard for the election of directors from a plurality to a majority of the votes cast in uncontested elections (see Exhibit 3.3). In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard shall remain a plurality vote.
In an uncontested election, any nominee for director who has a majority of votes cast “withheld” from his or her election will be required to promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the annual meeting of stockholders. Any director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee’s recommendation or the Board action regarding whether to accept or reject the tendered resignation.
In addition, if each member of the Nominating and Corporate Governance Committee fails to be elected at the same election, the independent directors who were elected will appoint a committee to consider the tendered resignations and recommend to the Board whether to accept or reject them. Any vacancies in the Board resulting from the failed election of a director may be filled by a majority of the directors then in office. Each director elected in this manner will hold office until his or her successor is elected and duly qualified.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibit.
The Exhibit included as part of this Current Report is listed in the attached Exhibit Index.
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 hereunto duly authorized.
McMoRan Exploration Co.
By: /s/ C. Donald Whitmire, Jr.
----------------------------------------
C. Donald Whitmire, Jr.
Vice President and Controller -
Financial Reporting
(authorized signatory and
Principal Accounting Officer)
Date: February 3, 2006
McMoRan Exploration Co.
Exhibit Index
Exhibit
Number
| | Amended and Restated By-Laws of McMoRan Exploration Co. as amended, effective January 30, 2006. |
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