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 5.03 Amendments 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 5.07 Submission 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 9.01 Financial 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.

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.