On April 11, 2012, a complaint was filed against Cameron and its Board of Directors in the Court of Chancery of the State of Delaware (the “Complaint”). The Complaint alleges, among other things, that the proposals with respect to amendments to the Company’s certificate of incorporation on declassification of the board of directors and exclusive forum, as well as the proposal to restate the Company’s certificate of incorporation, described in the Company’s 2012 Proxy Statement for its Annual Meeting of Stockholders (the “Proxy Statement”), filed with the Securities and Exchange Commission (“SEC”) on March 28, 2012, contain certain errors and fail to provide all information material to the Company’s stockholders’ vote. The foregoing description of the Complaint is qualified in its entirety by reference to the Complaint, which is filed as Exhibit 99.1 to this report and incorporated herein by reference.
On April 17, 2012, the Company’s Board of Directors determined that the proposals with respect to the amendment and restatement of the Company’s certificate of incorporation could be refined to clarify their purpose and intended application. As such, concurrently herewith, the Company plans to file a supplement to the Proxy Statement (the “Supplement”) as definitive additional materials under cover of Schedule 14A. The Supplement updates the disclosure in the Proxy Statement with respect to Proposals 4, 5 and 6, and should be read in conjunction with the Proxy Statement, which in all respects other than the updates in the Supplement remains as described therein. Stockholders of record will be mailed a copy of the Supplement. Stockholders who hold their shares in “street-name,” that is other than directly in their own names, but rather in the name of a bank, broker of other holder of record, will receive a copy of the Supplement directly from their bank, broker, or other holder of record. The Supplement will also be made available as described in the Company’s Notice of Internet Availability of Proxy Materials (the “Notice”), mailed to stockholders on or about March 28, 2012, and will be made available on the Company’s website, www.c-a-m.com, as well as on the SEC’s website, www.sec.gov.
Additional Information and Where to Find It
Cameron stockholders are urged to read the Proxy Statement, the Supplement and any additional amendments or supplements thereto as well as any other relevant documents that Cameron will file with the SEC when they become available because they contain important information. Cameron stockholders may obtain the Proxy Statement, the Supplement and any additional amendments or supplements thereto, without charge, as described in the Notice and at the SEC’s website (https://www.sec.gov) as well as at Cameron’s website (http://www.c-a-m.com). Stockholders may also obtain printed copies of these documents without charge by writing: Cameron, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attn: Corporate Secretary, by telephoning: Cameron, 713-513-3322, or by following the instructions on the Notice for requesting a hard copy of the proxy materials.