McMoran Exploration (MMR) 8-K Amendments to Articles of Incorporation or Bylaws

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): June 15, 2011

McMoRan Exploration Co.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-07791
(Commission File
Number) 72-1424200
(IRS Employer Identification
Number)

1615 Poydras Street
New Orleans, Louisiana
(Address of principal executive offices)
70112
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 16, 2011, McMoRan Exploration Co. (the Company) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the State of Delaware to amend Article X sections (f) and (k) to revise the definitions of “Continuing Director” and “Interested Stockholder,” as approved by the Company’s stockholders at the 2011 annual meeting of stockholders held on June 15, 2011. The Certificate of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held its 2011 annual meeting of stockholders on June 15, 2011, in Wilmington, Delaware. At the annual meeting, the Company’s stockholders (1) elected each of the eleven persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders, (2) approved, on an advisory basis, the compensation of the named executive officers, (3) approved, on an advisory basis, future advisory votes on the compensation of the named executive officers to be held every year, (4) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2011 fiscal year and (5) approved an amendment to the Amended and Restated Certificate of Incorporation to revise the definitions of “Continuing Director” and “Interested Stockholder.”

Of the 158,431,745 shares of the Company’s common stock outstanding as of the record date, 147,998,268 shares were represented at the annual meeting. The independent inspector of elections reported the vote of stockholders as follows:

Proposal 1: Election of eleven directors.

			Votes		Broker
Name	Votes For		Withheld		Non-Votes
Richard C. Adkerson		120,548,223		801,307		26,648,738
A. Peyton Bush, III		120,876,732		472,798		26,648,738
William P. Carmichael		115,849,481		5,500,049		26,648,738
Robert A. Day		120,827,369		522,161		26,648,738
James C. Flores		120,795,632		553,898		26,648,738
Gerald J. Ford		114,999,973		6,349,557		26,648,738
H. Devon Graham, Jr.		120,613,236		736,294		26,648,738
Suzanne T. Mestayer		120,682,281		667,249		26,648,738
James R. Moffett		120,295,997		1,053,533		26,648,738
B. M. Rankin, Jr.		120,243,477		1,106,053		26,648,738
John F. Wombwell		120,776,864		572,666		26,648,738

Proposal 2: Approve, on an advisory basis, the compensation of the named executive officers.

	Votes		Broker
Votes For	Against	Abstentions	Non-Votes
116,736,422	3,886,728	726,380	26,648,738

Proposal 3: Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the named executive officers.

				Broker
1 Year	2 Years	3 Years	Abstentions	Non-Votes
114,858,844	308,267	5,480,621	701,798	26,648,738

In accordance with the results of the vote on Proposal 3, the Company, based on the recommendation of its board of directors and the vote of its stockholders, determined to implement an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold a vote on frequency every six years.

Proposal 4: Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm.

	Votes
Votes For	Against	Abstentions
146,952,048	386,333	659,887

Proposal 5: Approval of the proposed amendment to Article X sections (f) and (k) of the Amended and Restated Certificate of Incorporation to revise the definitions of “Continuing Director” and “Interested Stockholder.”

	Votes
Votes For	Against	Abstentions
109,782,808	37,291,919	923,541

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

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/ Nancy D. Parmelee
	Nancy D. Parmelee
	Senior Vice President, Chief Financial Officer and Secretary (authorized signatory and Principal Financial Officer)

Date: June 17, 2011

McMoRan Exploration Co.
Exhibit Index

Exhibit
Number
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of McMoRan Exploration Co.