At the Annual Meeting of Stockholders of Cameron International Corporation (the "Company") held on May 11, 2012, the stockholders of the Company approved and adopted an amendment to the Company's Amended and Restated Certificate of Incorporation ("Certificate"). Among the changes to the Certificate, the Stockholders approved:

† Amend Article SIXTH, Section A to provide for the phased-in elimination of the classification of the Board of Directors and the annual election of all directors.

† Restate the Amended and Restated Certificate of Incorporation to integrate into a single instrument all prior amendments to the Company's Amended and Restated Certificate of Incorporation.

A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Set forth below are the results of the voting with respect to each matter acted upon at the Annual Meeting of Stockholders of the Company held on May 11, 2012.

1. The election of director nominees to our Board of Directors as Class II Directors, each for a three year term, were elected based on the following votes:

Nominees                  For        Against     Abstain    Non-Votes
C. Baker Cunningham   209,117,240   5,670,293   1,542,655   7,219,577
Sheldon R. Erikson    209,763,277   5,128,147   1,438,764   7,219,577
Douglas L. Foshee     211,210,050   3,529,508   1,590,630   7,219,577
Rodolfo Landim        211,626,228   3,064,741   1,639,219   7,219,577

2. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for 2012 was approved based on the following votes:

For Against Abstain
213,877,880 8,527,021 1,144,864

3. The proposal to conduct an advisory vote on the Company's 2011 executive compensation was approved based on the following votes:

                                       Broker
    For        Against     Abstain    Non-Votes
210,909,569   3,353,563   2,066,609   7,220,024

4. To approve an amendment to the Company's Certificate of Incorporation to provide for the annual election of all directors was approved based on the following votes:

                                       Broker
    For        Against     Abstain    Non-Votes
213,242,715   1,978,444   1,108,582   7,220,024

5. To approve an amendment to the Company's Certificate of Incorporation to provide that the Court of Chancery of the State of Delaware be the exclusive forum for certain legal action was not approved based on the following votes:

                                        Broker
   For         Against      Abstain    Non-Votes
98,776,468   116,426,945   1,126,575   7,219,777

6. To approve a restatement of the Company's Certificate of Incorporation was approved as follows:

                                     Broker
    For       Against    Abstain    Non-Votes
221,929,139   512,914   1,107,265      447

(d) Exhibits.

3.1 Restated Certificate of Incorporation of Cameron International Corporation dated May 14, 2012.