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Name | Symbol | Market | Type |
---|---|---|---|
Tidewater Inc (QX) | USOTC:TDGMW | OTCMarkets | Equity Warrant |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 101.00 | 100.01 | 118.65 | 0.00 | 20:38:28 |
☒
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Under Rule 14a-12
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Tidewater Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
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Sincerely,
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LARRY T. RIGDON
Chairman of the Board |
•
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to elect six (6) directors, each for a one-year term;
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•
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to approve the Tax Benefits Preservation Plan;
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•
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to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);
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•
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to ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and
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•
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to transact such other business as may properly come before the meeting or any adjournment thereof.
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By Order of the Board of Directors
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DANIEL A. HUDSON
Vice President, General Counsel and Secretary |
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Houston, Texas
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June 18, 2020
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•
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Successful Realization of Business Combination Synergies. Since the completion of our business combination with GulfMark Offshore, Inc (“GulfMark”) in November 2018, we have high-graded our fleet and achieved material cost savings. In addition, we substantially outperformed our cost reduction targets and have reduced our ongoing general and administrative expense levels to below Tidewater’s standalone levels prior to the business combination.
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•
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Maintained Sector-Leading Balance Sheet Strength. We maintained our sector-leading financial profile and low net debt position by carefully managing our balance sheet and being conservative with respect to capital expenditures. In the fourth quarter of 2019, we completed a bond consent that, among other things, resulted in reducing certain operational restrictions and loosening certain financial covenants.
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•
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Capital Discipline Focus, including Fleet Rationalization, Continue to Improve Cash Flow from Operations (“CFFO”). Capital discipline remains a core focus for Tidewater and our ongoing fleet rationalization, working capital management and disciplined approach to capital expenditures all contribute significantly to our ability to generate positive cash flow. We continue to implement a variety of cost-control initiatives, including reductions to vessel operating costs, reductions in worldwide staffing levels, targeted reductions in compensation expense, consolidation of offices globally, changes to our insurance program, improved management of vessel repair and maintenance and other cost control measures. Furthermore, we continued to lead our sector in selling stacked vessels into peripheral markets and recycling yards in 2019 and we intend to continue these initiatives in 2020 and into 2021.
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•
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We Remain an Industry Leader in Safety Performance. Importantly, Tidewater’s initiatives to streamline its operating platform did not reduce our high standard of operations, and we maintained our track record as an industry leader in personnel safety, with a Total Recordable Incident Rate (“TRIR”) of 0.13 per 200,000 hours worked in 2019. Our safety performance positively impacted our financial results, contributing to significant reductions in our insurance and loss reserves in 2019. We also believe that our clients value our strong safety record, giving us a competitive advantage that is reflected in higher customer and business retention and our ability to secure new contracts for our vessels.
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What We Do
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What We Don’t Do
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✔
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Performance-Based Short-Term Incentives. We typically award short-term incentive (“STI”) compensation tied to key financial, safety and individual performance metrics.
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✘
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No Hedging or Derivative Transactions. We prohibit all company insiders (including directors and officers) from engaging in hedging or derivative transactions involving company securities.
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✔
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Risk Mitigation. Our compensation plans are designed to mitigate risk exposure through caps on the maximum level of short-term incentives, clawback provisions, multiple performance metrics and board of directors and management processes to identify and address risk.
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✘
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No Single Trigger Change of Control Benefits. While each of our officers is party to a change of control agreement, we do not provide any single-trigger change of control benefits (including automatic acceleration of equity awards).
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✔
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Robust Stock Ownership Guidelines. We require our directors and executive officers to hold stock and full value equity interests at substantial levels. Each executive or director has a five-year period from his or her appointment to come into compliance with these guidelines.
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✘
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No Income or Excise Tax Gross-Ups. We do not have any contractual commitments to pay tax gross-ups to any of our officers.
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✔
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Independent Consultant. The compensation committee has its own independent executive compensation consultant. The consultant reports directly to the committee and does not provide any services to management.
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✘
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Limited Executive Perquisites. We offer our executives very few perquisites that are not generally available to all employees.
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Proposal
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Description
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Board Vote
Recommendation |
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Page
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1
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Election of directors
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FOR each nominee
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2
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Approval of Tax Benefits Preservation Plan
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FOR
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3
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Advisory vote on executive compensation
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FOR
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4
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Ratification of selection of independent registered public accounting firm
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FOR
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Name
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Age
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Director
Since |
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Principal Occupation
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Independent
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Board
Committees |
Continuing Directors
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Dick Fagerstal
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59
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2017
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Executive Chairman of Global Marine Group
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Yes
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Audit (chair) Compensation Nominating & Corporate Governance
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Quintin V. Kneen
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54
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2019
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President and Chief Executive Officer of Tidewater Inc.
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No
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Louis A. Raspino
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67
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2018
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Former Chairman of Clarion Offshore Partners
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Yes
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Compensation (chair) Audit Nominating & Corporate Governance
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Larry T. Rigdon
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72
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2017
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Chairman of the Board of Tidewater Inc.
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Yes
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Kenneth H. Traub
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59
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2018
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Managing Member of the General Partner of Delta Value Group, LLC
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Yes
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Nominating & Corporate Governance (chair) Audit Compensation
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New Nominee
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Lois K. Zabrocky
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50
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N/A
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President, Chief Executive Officer, and Director of International Seaways, Inc.
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Yes
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N/A
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Q:
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Why am I receiving these proxy materials?
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A:
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Our board of directors (our “board”) is soliciting your proxy to vote at our 2020 annual meeting because you owned shares of our common stock at the close of business on June 5, 2020, the record date for the meeting, and are entitled to vote those shares at the meeting. This proxy statement, along with a proxy card or a voting instruction form, is being mailed to certain stockholders and will be available online at www.proxyvote.com beginning June 18, 2020. This proxy statement summarizes information relevant to your vote on the matters that will be considered at the annual meeting. You do not need to attend the annual meeting to vote your shares.
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Q:
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Why did I receive a one-page “Notice of Internet Availability of Proxy Materials” instead of a full set of proxy materials?
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A:
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Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are electing to furnish proxy materials to certain stockholders online rather than mailing printed copies of those materials. If you received a Notice of Internet Availability of Proxy Materials (“Notice”) by mail, you will not receive a printed copy of our proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials online. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice.
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Q:
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How do I get electronic access to the proxy materials?
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A:
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Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2019 are available at www.proxyvote.com and also on our website at www.tdw.com under “SEC Filings” in the “Investor Relations” section.
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Q:
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On what matters will I be asked to vote?
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A:
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At the annual meeting, our stockholders will be asked:
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•
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to elect six (6) directors for a one-year term;
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•
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to approve the Tax Benefits Preservation Plan;
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•
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to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);
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•
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to ratify the selection of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for fiscal year 2020; and
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•
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to consider any other matter that properly comes before the meeting.
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Q:
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When and where will the meeting be held?
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A:
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The meeting will be held on July 28, 2020 at 10:00 a.m., Central Time. Due to the public health concerns of the COVID-19 pandemic and to support the health and well-being of our directors, employees, and stockholders, the annual meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the annual meeting, submit your questions and vote online during the annual meeting by visiting www.virtualshareholdermeeting.com/TDW2020. There will be no physical in-person meeting. See “How can I attend the meeting?” below regarding how to attend the meeting.
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Q:
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How can I attend the meeting?
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A:
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If you are a stockholder of record or beneficial owner of common stock holding shares on June 5, 2020, the record date, you may attend the meeting by visiting www.virtualshareholdermeeting.com/TDW2020 and logging in by entering the 16-digit control number found on your notice, proxy card or voting instruction form, as applicable. Only stockholders of record or beneficial owners as of June 5, 2020 can vote and ask questions at the meeting.
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Q:
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What if I have technical difficulties during the meeting?
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A:
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If you encounter any difficulties accessing the virtual meeting during meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/TDW2020. Please be sure to check in by 9:45 a.m., Central Time on July 28, 2020, the day of the annual meeting, so we may address any technical difficulties before the annual meeting live webcast begins.
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Q:
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How do I ask a question at the meeting?
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A:
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We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the virtual annual meeting as they would at an in-person meeting. The virtual format allows stockholders to communicate with us during the meeting so they can ask questions of our board of directors or management. Stockholder questions may be submitted in the field provided in the meeting website during the meeting. During the question and answer session, we will answer questions submitted to the extent relevant to the business of the meeting and as time permits.
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Q:
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What if I can’t attend the meeting?
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A:
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You do not need to attend the meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not stockholders plan to attend the meeting, we urge stockholders to vote and submit their proxy in advance of the meeting by one of the methods described in the proxy materials. A replay of the meeting, including the questions answered during the meeting, will be available at investor.tdw.com within 24 hours of the meeting.
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Q:
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Who is soliciting my proxy?
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A:
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Our board, on behalf of the company, is soliciting your proxy to vote your shares on all matters that you are entitled to vote at our 2020 annual meeting of stockholders. By completing and returning the proxy card or voting instruction form, or by casting your vote by phone or online, you are authorizing the proxy holder designated by the board to vote your shares of common stock at our annual meeting in accordance with your instructions.
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Q:
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How many votes may I cast?
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A:
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With respect to any matter properly presented for a stockholder vote other than the election of directors, you may cast one vote for every share of our common stock that you owned on the record date. With respect to the election of directors, for every share of common stock that you held on the record date, you may cast one vote for each director nominee.
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Q:
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What is the total number of votes that can be cast by all stockholders?
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A:
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On the record date, we had [•] shares of common stock outstanding, each of which was entitled to one vote per share.
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Q:
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I hold warrants to purchase shares of common stock. Am I allowed to vote my warrants?
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A:
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No. A holder of warrants to purchase shares of our common stock does not have any rights as a stockholder, including voting rights, unless and until those warrants are exercised and exchanged for shares of our common stock.
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Q:
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How many shares must be present to hold the meeting?
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A:
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Our bylaws provide that the presence at the meeting, whether in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote constitutes a “quorum,” which is required to hold the meeting. On the record date, [•] shares constituted a majority of our outstanding stock entitled to vote at the meeting.
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Q:
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
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A:
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If your shares are registered in your name with our transfer agent, Computershare, you are the “stockholder of record” with respect to those shares and we have sent the Notice and/or proxy materials directly to you.
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Q:
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How do I vote?
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A:
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You may vote using any of the following methods:
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•
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Proxy card or voting instruction form: If your shares are registered in your name and you receive a printed copy of our proxy materials, you may vote your shares by completing, signing, and dating the proxy card and then returning it in the enclosed prepaid envelope. If your shares are held in street name by a broker, bank, or other nominee, that entity should have provided you with a voting instruction form that will set forth the procedures you should follow to cast your vote.
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•
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By telephone or online: If your shares are registered in your name, you may also vote by telephone by calling 1-800-690-6903 or online at www.proxyvote.com by following the instructions at that site. The availability of telephone and online voting for beneficial owners whose shares are held in street name will depend on the voting procedures adopted by your broker, bank, or nominee. Therefore, we recommend that you follow the instructions in the materials they have provided to you.
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•
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At the annual meeting. You may also vote at the annual meeting. You must enter the 16-digit control number found on your notice, proxy card or voting instruction form, as applicable, at the time you log into the meeting at www.virtualshareholdermeeting.com/TDW2020 and follow the instructions provided. For information about attending the meeting, please see “How can I attend the meeting?” above.
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Q:
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Once I deliver my proxy, can I revoke or change my vote?
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A:
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Yes. You may revoke or change your proxy at any time before it is voted at the meeting by delivering a written revocation notice to our Secretary or by delivering an executed replacement proxy by the voting deadline. In addition, if you vote at the meeting, you will revoke any prior proxy. Your attendance alone at the annual meeting will not be enough to revoke your proxy.
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Q:
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Can my shares be voted if I do not return the proxy card and do not attend the meeting?
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A:
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If you hold shares in street name and you do not provide voting instructions to your broker, bank, or nominee, your shares will not be voted on any proposal that your broker does not have discretionary authority to vote (a “broker non-vote”). Brokers, banks, and other nominees generally only have discretionary authority to vote without instructions from beneficial owners on the ratification of the appointment of an independent registered public accounting firm; they do not have authority to vote in the absence of instructions from beneficial owners on any other matter proposed in this proxy statement. Shares represented by proxies that include broker non-votes on a given proposal will be considered present at the meeting for purposes of determining a quorum, but those shares will not be considered to be represented at the meeting for purposes of calculating the vote with respect to that proposal.
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Q:
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What happens if I return a proxy card without voting instructions?
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A:
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If you properly execute and return a proxy or voting instruction form, your stock will be voted as you specify. If you are a stockholder of record and you execute and return a blank or incomplete proxy card without voting instructions, the proxy agent will vote your shares (i) FOR each of the six director nominees, (ii) FOR the Tax Benefits Preservation Plan, (iii) FOR the say-on-pay vote, and (iv) FOR the ratification of the selection of Deloitte & Touche as our independent registered public accounting firm for fiscal 2020. If you are a beneficial owner of shares and do not give voting instructions to your broker, bank, or nominee, your broker, bank, or nominee will be entitled to vote your shares only with respect to the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm.
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Q:
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How does Tidewater recommend I vote on each proposal? What vote is required to approve each proposal? What effect do abstentions and broker non-votes have on each proposal?
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A:
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The following chart explains what your voting options are with regard to each matter proposed for a vote at the annual meeting, how we recommend that you vote, what vote is required for that proposal to be approved, and how abstentions and broker non-votes affect the outcome of that vote.
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Proposal
|
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Your Voting Options
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Voting
Recommendation of the Board |
| |
Vote Required for
Approval |
| |
Effect of
Abstentions |
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Effect of
Broker Non- Votes |
Election of directors
|
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You may vote “FOR” or “AGAINST” each nominee or choose to “ABSTAIN” from voting.
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The board recommends you vote FOR each of the six nominees.
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each nominee is elected by a majority of votes cast
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no effect
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no effect
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Approval of Tax Benefits Preservation Plan
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You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting.
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The board recommends you vote FOR approval of this plan.
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affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter
|
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will count as a vote AGAINST this proposal
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no effect
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Say-on-pay vote (advisory)
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You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting.
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The board recommends you vote FOR approval of our executive compensation as disclosed in this proxy statement.
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affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter
|
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will count as a vote AGAINST this proposal
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no effect
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Ratification of our selection of Deloitte & Touche as our auditors
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You may vote “FOR” or “AGAINST” this proposal or choose to “ABSTAIN” from voting.
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The board recommends you vote FOR ratification of our selection of auditors.
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affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter
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will count as a vote AGAINST this proposal
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not applicable (this is a routine matter for which brokers have discretionary voting authority)
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Q:
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Who pays for soliciting proxies?
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A:
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We pay all costs of soliciting proxies. In addition to solicitations by mail, we have retained Alliance Advisors to aid in the solicitation of proxies for our 2020 annual meeting at an estimated fee of $18,000. Our directors, officers, and employees, in the course of their employment and for no additional compensation, may request the return of proxies by mail, telephone, internet, personal interview, or other means. We are also requesting that banks, brokerage houses, and other nominees or fiduciaries forward the soliciting materials to their principals and that they obtain authorization for the execution of proxies. We will reimburse them for their reasonable expenses.
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Q:
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What is “householding”?
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A:
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Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share the same address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.
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Q:
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Could other matters be considered and voted upon at the meeting?
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A:
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Our board does not expect to bring any other matter before the annual meeting and it is not aware of any other matter that may be considered at the meeting. In addition, under our bylaws, the time has expired for any stockholder to properly bring a matter before the meeting. However, in the unexpected event that any other matter does properly come before the meeting, subject to applicable SEC rules, the proxy holder will vote the proxies in his discretion.
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Q:
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What happens if the meeting is postponed or adjourned?
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A:
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Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still have the right to change or revoke your proxy until it is voted.
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Q:
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When will the voting results be announced?
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A:
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We will announce preliminary voting results at the annual meeting. We will also disclose the voting results on a Form 8-K filed with the SEC within four business days after the annual meeting, which will also be available on our website.
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Name and Address of
Beneficial Owner |
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of Class(1)
|
T. Rowe Price Associates
100 East Pratt Street Baltimore, Maryland 21202 |
| |
6,327,537(2)
|
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[•]%
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Robert E. Robotti
|
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3,141,950(3)
|
| |
[•]%
|
c/o Robotti & Company, Incorporated
60 East 42nd Street, Suite 3100 New York, New York 10165 |
| |
|
| |
|
BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
| |
2,878,223(4)
|
| |
[•]%
|
Third Avenue Management LLC
622 Third Avenue, 32nd Floor New York, New York 10017 |
| |
2,754,611(5)
|
| |
[•]%
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American International Group, Inc.
175 Water Street New York, New York 10038 |
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2,369,809(6)
|
| |
[•]%
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(1)
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Based on [•] shares of common stock outstanding on June 5, 2020.
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(2)
|
Based on a Schedule 13G/A filed with the SEC on May 11, 2020 by T. Rowe Price Associates, Inc., a registered investment advisor (“Price Associates”), which has sole voting power over 2,172,487 shares and sole dispositive power over all reported shares. T. Rowe Price Mid-Cap Value Fund, Inc., a registered investment company sponsored by Price Associates, has sole voting power over 4,122,418 of the reported shares and no dispositive power over any of the reported shares.
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(3)
|
Based on a Schedule 13D/A filed with the SEC on June 3, 2020 by a group including Robert E. Robotti. Mr. Robotti has sole voting and dispositive power over 7,092 of the reported shares and he shares the power to vote or dispose of 3,134,858 of the reported shares with certain entities controlled by him and, with respect to 1,609,231 of the reported shares, with Kenneth R. Wasiak, who serves with Mr. Robotti as a managing member of one of these entities. Included in the total number of shares shown as beneficially owned are 597,053 shares issuable upon the exercise of warrants held by the beneficial owner. An additional 12,169 shares (including 1,288 shares issuable upon the exercise of warrants) are owned by Mr. Robotti’s wife, Suzanne Robotti, who claims sole voting and dispositive power over her shares, and Mr. Robotti disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
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(4)
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Based on a Schedule 13G filed with the SEC on February 6, 2020, by BlackRock, Inc., which has sole voting power over 2,791,397 shares and sole dispositive power over all reported shares.
|
(5)
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Based on a Schedule 13G/A filed with the SEC on February 13, 2020 by Third Avenue Management LLC, which reports sole voting and dispositive power over all reported shares in its capacity as investment adviser to several investment companies.
|
(6)
|
Based on a Schedule 13G/A filed with the SEC on February 13, 2019 by American International Group, Inc., which has sole voting and dispositive power over 2,341,223 shares and shares voting and dispositive power over the remaining 28,586 shares with its wholly-owned subsidiary, SunAmerica Asset Management, LLC, as investment adviser to an investment company.
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Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent of
Class of Common Stock(1) |
| |
Restricted
Stock Units(2) |
Current Directors
|
| |
|
| |
|
| |
|
Randee E. Day(3)
|
| |
19,641
|
| |
*
|
| |
—
|
Dick Fagerstal
|
| |
21,541
|
| |
*
|
| |
—
|
Quintin V. Kneen(4)
|
| |
50,084(5)
|
| |
*
|
| |
200,202
|
Louis A. Raspino
|
| |
23,166
|
| |
*
|
| |
—
|
Larry T. Rigdon
|
| |
67,016(6)
|
| |
*
|
| |
—
|
Robert P. Tamburrino(3)
|
| |
20,626
|
| |
*
|
| |
—
|
Kenneth H. Traub
|
| |
32,088
|
| |
*
|
| |
—
|
New Director Nominee
|
| |
|
| |
|
| |
|
Lois K. Zabrocky(7)
|
| |
—
|
| |
*
|
| |
—
|
Named Executives(8)
|
| |
|
| |
|
| |
|
Current Executive Officers
|
| |
|
| |
|
| |
|
David E. Darling
|
| |
17,674
|
| |
*
|
| |
58,932
|
Daniel A. Hudson
|
| |
1,338
|
| |
*
|
| |
37,370
|
Samuel R. Rubio
|
| |
14,461(5)
|
| |
*
|
| |
54,643
|
Former Executive Officer
|
| |
|
| |
|
| |
|
John T. Rynd(9)
|
| |
77,551
|
| |
*
|
| |
—
|
All current directors and executive officers as a group (10 persons)
|
| |
267,635(10)
|
| |
*
|
| |
351,147
|
*
|
Less than 1.0%.
|
(1)
|
Based on [•] shares of common stock outstanding on June 5, 2020, and includes for each person and group the number of shares that person or group has the right to acquire within 60 days of such date.
|
(2)
|
Reflects the number of restricted stock units held by each director or executive officer that will not vest within 60 days of June 5, 2020 and thus are not included in his or her beneficial ownership calculation.
|
(3)
|
This director’s board service will end at the annual meeting.
|
(4)
|
Mr. Kneen was appointed as our President, Chief Executive Officer, and a director effective September 3, 2020. Prior to this appointment, he served as our Executive Vice President and Chief Financial Officer. Mr. Kneen continues to serve as our chief financial officer on an interim basis until we appoint a longer term successor to that role.
|
(5)
|
The total number of shares shown as beneficially owned by each of these named executives includes the following:
|
Named Executive
|
| |
Shares Acquirable within
60 days upon Exercise of Legacy GLF Equity Warrants |
Mr. Kneen
|
| |
8,025
|
Mr. Rubio
|
| |
2,326
|
(6)
|
Includes 30,000 shares held in an IRA for Mr. Rigdon’s benefit, over which he has sole voting and investment power.
|
(7)
|
Ms. Zabrocky is not currently serving as a director or executive officer of the Company but has been nominated for election as a director at the 2020 annual meeting.
|
(8)
|
Information regarding shares beneficially owned by Messrs. Kneen and Rynd, each of whom was a named executive for fiscal 2019 in addition to Messrs. Darling, Hudson, and Rubio, appears immediately above under the caption “Directors.”
|
(9)
|
Mr. Rynd served as our President, Chief Executive Officer, and a director until his retirement on September 3, 2019.
|
(10)
|
Includes 10,351 shares of Tidewater common stock that executive officers have the right to acquire within 60 days through the exercise of warrants.
|
Name, Age and Position
|
| |
Business and Leadership Experience, Skills, and Qualifications
|
| |
Tidewater Director
since |
|
| |
with the Houston office of Price Waterhouse LLP. He holds an M.B.A. from Rice University and a B.B.A. in Accounting from Texas A&M University, and is a Certified Public Accountant and a Chartered Financial Analyst.
Skills and Qualifications: Mr. Kneen brings to our board significant executive management experience and industry knowledge from his roles as the Chief Executive Officer and Chief Financial Officers of two different public companies in our industry. As a Certified Public Accountant and Financial Analyst, he has a sophisticated understanding of financial and accounting matters. In addition, in his position as our President and Chief Executive Officer, Mr. Kneen serves as a valuable liaison between our board and management team. |
| |
|
Louis A. Raspino, 67
|
| |
Business and Leadership Experience: Mr. Raspino’s career has spanned almost 40 years in the energy industry, most recently as Chairman of Clarion Offshore Partners, a partnership with Blackstone that served as its platform for pursuing worldwide investments in the offshore oil & gas services sector, from October 2015 until October 2017. Mr. Raspino served as President, Chief Executive Officer and a director of Pride International, Inc. from June 2005 until the company merged with Ensco plc in May 2011 and as its Executive Vice President and Chief Financial Officer from December 2003 until June 2005. From July 2001 until December 2003, he served as Senior Vice President, Finance and Chief Financial Officer of Grant Prideco, Inc. and from February 1999 until March 2001, he served as Vice President of Finance at Halliburton. Prior to joining Haliburton, Mr. Raspino served as Senior Vice President at Burlington Resources, Inc. from October 1997 until July 1998. From 1978 until its merger with Burlington Resources, Inc. in 1997, he held a variety of positions at Louisiana Land and Exploration Company, most recently as Senior Vice President, Finance and Administration and Chief Financial Officer. Mr. Raspino previously served as a director of Chesapeake Energy Corporation and chairman of its audit committee from March 2013 until March 2016, and as a director of Dresser-Rand Group, Inc., where he served as chairman of the compensation committee and member of the audit committee, from December 2005 until its merger into Siemens in June 2015. He has served as a director of Forum Energy Technologies, an NYSE-listed global oilfield products company, since January 2012 and currently serves as the chairman of its compensation committee. Mr. Raspino also currently serves on the board of The American Bureau of Shipping, where he is a member of the audit and compensation committees. Mr. Raspino served as Chairman of the GulfMark board from November 2017 until consummation of the business combination.
Skills and Qualifications: Having served in executive leadership roles at several energy companies, including both the chief executive officer and chief financial officer positions, Mr. Raspino brings in-depth operational and financial expertise to our board. In addition, his service on a variety of oil and gas industry boards provides our board with key and timely insights into industry conditions and trends. |
| |
2018
|
Name, Age and Position
|
| |
Business and Leadership Experience, Skills, and Qualifications
|
| |
Tidewater Director
since |
Larry T. Rigdon, 72
Chairman of the Board |
| |
Business and Leadership Experience: Mr. Rigdon, who was initially appointed to serve as an independent director in connection with our restructuring, served as Tidewater’s interim President and Chief Executive Officer between October 2017 and March 2018. He has over 43 years of experience in the offshore oil and gas industry. Mr. Rigdon worked as a consultant for FTI Consulting from 2015 to 2016 and for Duff and Phelps, LLC from 2010 to 2011. He served as the Chairman and Chief Executive Officer of Rigdon Marine from 2002 to 2008. Previously at Tidewater, Mr. Rigdon served as an Executive Vice President from 2000 to 2002, a Senior Vice President from 1997 to 2000, and a Vice President from 1992 to 1997. Before working at Tidewater, he served as Vice President at Zapata Gulf Marine from 1985 to 1992, and in various capacities, including Vice President of Domestic Divisions from 1983 to 1985, at Gulf Fleet Marine from 1977 to 1985. Mr. Rigdon currently serves as a director of Professional Rental Tools, LLC. He formerly served as a director of Jackson Offshore Holdings, Terresolve Technologies, GulfMark Offshore, and Rigdon Marine.
Skills and Qualifications: Mr. Rigdon has considerable leadership experience in the maritime transportation industry and brings to our board a thorough understanding of the strategic and operational challenges facing our company specifically and our industry overall. His experience founding new businesses provides an entrepreneurial viewpoint and his successful completion of mergers and acquisitions contributes to the board’s ability to evaluate those opportunities. |
| |
2017
|
Kenneth H. Traub, 59
|
| |
Business and Leadership Experience: Mr. Traub has served as the Managing Member of the General Partner of Delta Value Group, LLC, an investment firm, since September 2019. Mr. Traub currently serves on the board of directors of DSP Group, Inc. (NASDAQ-DSPG), a leading supplier of wireless chipset solutions for converged communications, since 2012, and where Mr. Traub has served as Chairman since 2017. Mr. Traub has been nominated for election to the board of directors of Athersys, Inc., a biotechnology company focused in the field of regenerative medicine (NASDAQ-ATHX), at its 2020 annual meeting. Mr. Traub served as a Managing Partner of Raging Capital Management, LLC, a diversified investment firm, from December 2015 to January 2019. He previously served as President and Chief Executive Officer of Ethos Management, LLC from 2009 through 2015. From 1999 until its acquisition by JDS Uniphase Corp. (“JDSU”) in 2008, Mr. Traub served as President and Chief Executive Officer of American Bank Note Holographics, Inc. (“ABNH”), a leading global supplier of optical security devices for the protection of documents and products against counterfeiting. Following the sale of ABNH, he served as Vice President of JDSU, a global leader in optical technologies and telecommunications. Mr. Traub has previously served on the boards of numerous public companies including (i) MIPS Technologies, Inc., a provider of industry standard processor architectures and cores, from 2011 until it was sold in 2013; (ii) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until it was sold in 2014; (iii) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions for next-generation carrier and enterprise networks, from 2013 until it was sold in 2015; (iv) Athersys, Inc. from 2012 to 2016 (as noted above, he has once again been nominated for election to the board at its
|
| |
2018
|
Name, Age and Position
|
| |
Business and Leadership Experience, Skills, and Qualifications
|
| |
Tidewater Director
since |
|
| |
2020 annual meeting); (v) A. M. Castle & Co., a specialty metals distribution company from 2014 to 2016; (vi) IDW Media Holdings, Inc., a diversified media company, from 2016 to 2018; (vii) as Chairman of MRV Communications, Inc., a supplier of communication networking equipment, from 2011 until it was sold in 2017; (viii) Intermolecular, Inc., an innovator in materials sciences, from 2016 until it was sold in 2019 (including as chairman of the board from 2018 through the sale); and (ix) Immersion Corporation (NASDAQ: IMMR), a leading provider of haptics technology, from 2018 to 2019. Mr. Traub served as a member of the GulfMark board from November 2017 until consummation of the business combination. Mr. Traub earned a B.A. degree from Emory University and an M.B.A. degree from Harvard Business School.
Skills and Qualifications: Mr. Traub’s qualifications to serve on our board include his extensive and diverse business management experience and expertise, particularly in challenging turn-around environments. In addition, he contributes to the board’s effectiveness in strategic, financial, operational and governance matters. |
| |
|
New Director Nominee
|
||||||
Lois K. Zabrocky, 50
|
| |
Business and Leadership Experience: Ms. Zabrocky has served as President, Chief Executive Officer, and a Director of International Seaways, Inc. (NYSE: INSW) since its spin-off from Overseas Shipholding Group, Inc. (“OSG”) in November 2016 and was President of INSW from August 2014. Prior to the spin-off, Ms. Zabrocky served in various roles at OSG over a career of more than 25 years, most recently as Senior Vice President and Head of the International Flag Strategic Business Unit of OSG with responsibility for the strategic plan and profit and loss performance of OSG’s international tanker fleet comprised of 50 vessels and approximately 300 shoreside staff. In November 2012, OSG filed a voluntary petition for relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, emerging from bankruptcy on August 5, 2014. Ms. Zabrocky served as Senior Vice President of OSG from June 2008 through August 2014, when she was appointed as Co- President of OSG and Head of the International Flag Strategic Business Unit of OSG. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business Unit of OSG from May 2011 until her appointment as Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic Business Unit for at least four years prior to May 2011. Ms. Zabrocky served as a director of INSW from November 2011 through November 2016 while it was a wholly-owned subsidiary of OSG. Ms. Zabrocky began her maritime career sailing as third mate aboard a U.S. flag chemical tanker. She received her Bachelor of Science degree from the United States Merchant Marine Academy, holds a Third Mate’s license and has completed Harvard Business School Strategic Negotiations and Finance for Senior Executives.
Skills and Qualifiations: Ms. Zabrocky would bring to our board significant executive and operational experience, including managing a company with significant international operations. Her expertise in many aspects of the maritime transportation industry would add significant value to our board’s knowledge base. |
| |
N/A
|
•
|
strategic planning and business development;
|
•
|
mergers and acquisitions;
|
•
|
legal and regulatory compliance;
|
•
|
finance and accounting matters;
|
•
|
industry experience and knowledge (particularly in the energy services and maritime sectors), including hands-on operational experience;
|
•
|
demonstrated leadership of complex organizations;
|
•
|
corporate governance;
|
•
|
public company board service; and
|
•
|
international business.
|
Name
|
| |
Age
|
| |
Position
|
David E. Darling
|
| |
65
|
| |
Vice President and Chief Human Resources Officer since March 2018. Senior Vice President and Chief Human Resources Officer of GulfMark from 2007 to March 2018, including during the GulfMark Reorganization.
|
Daniel A. Hudson
|
| |
48
|
| |
Vice President, General Counsel, and Secretary since October 2019. Assistant General Counsel from May 2017 to September 2019. Managing Counsel from May 2015 to May 2017. Regional Counsel from May 2012 to May 2017. Staff Attorney from July 2007 to May 2012.
|
Samuel R. Rubio
|
| |
60
|
| |
Vice President, Chief Accounting Officer, and Controller since December 2018. Prior to the business combination, Senior Vice President – Chief Financial Officer of GulfMark from April 2018 to November 2018. Senior Vice President – Controller and Chief Accounting Officer of GulfMark from January 2012 to April 2018, including during the GulfMark Reorganization. Vice President – Controller and Chief Accounting Officer of GulfMark from December 2008 and December 2011.
|
•
|
maintaining the highest standards of business conduct and ethics by conducting our affairs in an honest and ethical manner with unyielding personal and corporate integrity at the foundation of our business;
|
•
|
adhering to our core values and striving to continually improve our ESG systems and processes to enhance our performance;
|
•
|
demonstrating integrity and respect for others by setting goals and objectives that enhance our commitment to a safe workplace;
|
•
|
protecting the environment by focusing on operational efficiencies that promote the reduction of emissions through fuel and environmental monitoring
|
•
|
ensuring that the safety of our employees, as reported in industry-leading metrics, is our highest priority;
|
•
|
communicating our expectation that our company, including our suppliers, contractors, and employees, achieves and promotes strong ESG performance;
|
•
|
investing in community betterment in the areas in which we operate;
|
•
|
focusing on developing and implementing sustainable practices that promote health, fair dealing and compliance throughout our business;
|
•
|
regularly reporting our ESG results, while continuing to evaluate ways to improve; and
|
•
|
developing frameworks and metrics to present our ESG results in an effective and transparent manner.
|
|
| |
Board Committee
|
||||||
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate Governance |
Randee E. Day
|
| |
|
| |
|
| |
|
Dick Fagerstal
|
| |
Chair
|
| |
X
|
| |
X
|
Quintin V. Kneen
|
| |
|
| |
|
| |
|
Louis A. Raspino
|
| |
X
|
| |
Chair
|
| |
X
|
Larry T. Rigdon
|
| |
|
| |
|
| |
|
Robert P. Tamburrino
|
| |
|
| |
|
| |
|
Kenneth H. Traub
|
| |
X
|
| |
X
|
| |
Chair
|
Number of Meetings in Fiscal 2019
|
| |
6
|
| |
6
|
| |
11
|
•
|
appointing and retaining our independent auditor;
|
•
|
evaluating the qualifications, independence, and performance of our independent auditor;
|
•
|
reviewing and approving all services (audit and permitted non-audit) to be performed by our independent auditor;
|
•
|
reviewing with management and the independent auditor our audited financials;
|
•
|
reviewing the scope, adequacy, and effectiveness of our internal controls;
|
•
|
reviewing with management our earnings reports, quarterly financial reports and certain disclosures;
|
•
|
reviewing, approving, and overseeing related party transactions; and
|
•
|
monitoring the company’s efforts to mitigate the risk of financial loss due to failure of third parties.
|
•
|
overseeing our executive compensation program;
|
•
|
reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and determining and approving the compensation of our executive officers, including cash and equity-based incentives;
|
•
|
consideration of all substantive elements of our employee compensation package, including identifying, evaluating, and mitigating any risks arising from our compensation policies and practices;
|
•
|
ensuring compliance with laws and regulations governing executive compensation;
|
•
|
evaluating appropriate compensation levels and designing elements of director compensation; and
|
•
|
engaging in such other matters as may from time to time be specifically delegated to the committee by the board of directors.
|
•
|
our cash/equity mix strikes an appropriate balance between short-term and long-term risk and reward decisions;
|
•
|
the company performance portion of our annual incentive plan is based on company-wide financial and operating performance metrics as well as safety criteria, which are less likely to be affected by individual or group risk-taking;
|
•
|
our annual and long-term incentive plans have conservative payout caps;
|
•
|
our compensation levels and performance criteria are subject to multiple levels of review and approval;
|
•
|
we have an executive compensation recovery policy (“clawback”) and stock ownership guidelines for our executives; and
|
•
|
our Policy Statement on Insider Trading prohibits hedging and pledging of company securities by all company insiders, including our executives.
|
•
|
assist our board by identifying individuals qualified to serve as directors of the company and recommending nominees to the board;
|
•
|
monitor the composition of our board and its committees;
|
•
|
recommend to our board a set of corporate governance guidelines for the company;
|
•
|
oversee legal and regulatory compliance;
|
•
|
oversee our environmental, social, and governance (“ESG”) initiatives; and
|
•
|
lead our board in its annual review of the board’s performance.
|
Name of Director
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards(1) ($) |
| |
Total
($) |
Current Directors
|
| |
|
| |
|
| |
|
Randee E. Day
|
| |
47,813
|
| |
168,750
|
| |
216,563
|
Dick Fagerstal
|
| |
62,813
|
| |
168,750
|
| |
231,563
|
Louis A. Raspino
|
| |
47,813
|
| |
168,750
|
| |
216,563
|
Larry T. Rigdon
|
| |
47,813
|
| |
168,750
|
| |
216,563
|
Robert P. Tamburrino
|
| |
47,813
|
| |
168,750
|
| |
216,563
|
Kenneth H. Traub
|
| |
47,813
|
| |
168,750
|
| |
216,563
|
Former Directors(2)
|
| |
|
| |
|
| |
|
Thomas R. Bates, Jr.
|
| |
117,516
|
| |
168,750
|
| |
286,266
|
Alan J. Carr
|
| |
72,516
|
| |
168,750
|
| |
241,266
|
Steven L. Newman
|
| |
82,499(3)
|
| |
168,750
|
| |
251,249
|
(1)
|
Reflects the aggregate grant date fair value of time-based restricted stock units granted to each director during fiscal 2019, computed in accordance with FASB ASC Topic 718. Each director received a grant of 7,500 RSUs on April 30, 2019. As described in note 2, the grants held by each of Messrs. Bates, Carr, and Newman vested in full on the director’s last day of service. With respect to our current directors, these RSU grants, which vested on April 30, 2020, were the only equity awards held by them at the end of fiscal 2019.
|
(2)
|
Each of Messrs. Bates, Carr, and Newman served as a non-management director until the fall of 2019 (October 25, 2019 for Mr. Bates; November 3, 2019 for Mr. Carr; and October 26, 2019 for Mr. Newman). Upon resignation from the board, each of them was entitled to receive the portion of the base cash retainer he would have earned for service through the 2020 annual meeting date (a total of $19,703, which is included in the column entitled, “Fees Earned or Paid in Cash”) and his outstanding RSU grant vested in full.
|
(3)
|
Under our Director Stock Election Program (described in greater detail below), Mr. Newman elected to receive fully-vested shares of common stock in lieu of the base cash retainers that were payable to him on July 1, 2019 (498 shares with a grant date value of $11,938) and October 1, 2019 (791 shares with a grant date value of $11,953).
|
Fee Type
|
| |
Amount
|
|||
Annual cash retainer
|
| |
$47,813
|
|||
Annual equity-based retainer
|
| |
$168,750 grant date value, delivered in the form of time-based restricted stock units (“RSUs”), which vest at the end of the one-year service period
|
|||
Additional annual cash retainer for the chair of the board
|
| |
$50,000
|
|||
Additional annual cash retainer for the chair of each of the audit and compensation committees
|
| |
$15,000
|
|||
Additional annual cash retainer for the chair of the nominating and corporate governance committee
|
| |
$5,000
|
|
Distribution and Transfer of Rights; Rights Certificates:
|
| |
The board has declared a dividend of one preferred stock purchase right (a “Right”) for each share of common stock to stockholders of record as of the close of business on April 24, 2020 (the “Rights Record Date”) and the issuance of one Right for each share of common stock newly issued or disposed out of treasury between the Rights Record Date and the earliest of the Distribution Date and the Expiration Date (each as defined below). Initially, the Rights will represent the right to purchase one one-thousandth (subject to adjustment) of a share of newly designated Series A Junior Participating Preferred Stock, without par value (the “Preferred Stock”) at a purchase price of $38.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment (the “Purchase Price”).
|
|
|
Prior to the Distribution Date described below:
|
| |||
|
• the Rights will be attached to the shares of common stock and evidenced by the certificates (or, with respect to any uncertificated shares of common stock registered in book entry form, by notation in book entry) representing the shares of common stock, and no separate rights certificates will be distributed;
|
| |||
|
• certificates for common stock which become outstanding after the Rights Record Date will contain a legend incorporating the Tax Benefits Preservation Plan by reference (for uncertificated shares of common stock registered in book entry form, this legend will be contained in a notation in book entry and included in a notice to the record holder of such shares in accordance with applicable law); and
|
| |||
|
• the surrender for transfer of any certificates for shares of common stock (or the surrender for transfer of any uncertificated shares of common stock registered in book entry form), except as otherwise provided in the Tax Benefits Preservation Plan, will also constitute the transfer of the Rights associated with such shares of common stock.
|
| |||
|
Rights will accompany any new shares of common stock that are issued after the Rights Record Date.
|
|
|
Distribution Date:
|
| |
Subject to certain exceptions specified in the Tax Benefits Preservation Plan, the Rights will separate from the shares of common stock and become exercisable following the earlier of (i) the 10th business day after public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below) or (ii) the 10th business day (or a later date determined by the board before any person or group becomes an Acquiring Person) after the date of the commencement of, or announcement of, an intention of any person or group to make, a tender or exchange offer which, if completed, would result in that person or group becoming an Acquiring Person.
|
|
|
The date on which the Rights separate from the shares of common stock and become exercisable is referred to as the “Distribution Date.” As soon as practicable after the Distribution Date, the company will mail Rights certificates to the company’s stockholders (other than any Acquiring Person or any associate or affiliate thereof) as of the close of business on the Distribution Date and the Rights will become transferable apart from the shares of common stock and will be exercisable. Thereafter, such Rights certificates alone will represent the Rights.
|
| |||
|
Preferred Stock Purchasable Upon Exercise of Rights:
|
| |
After the Distribution Date, each Right will entitle the holder to purchase, for the Purchase Price, one one-thousandth of a share of Preferred Stock having economic terms similar to that of one share of common stock. This portion of a share of Preferred Stock is intended to give the stockholder approximately the same dividend and voting rights as would one share of common stock, and should approximate the value of one share of common stock.
|
|
|
More specifically, each whole share of Preferred Stock, if issued, will:
|
| |||
|
• not be redeemable;
|
| |||
|
• be entitled to receive, when, as and if declared by the board out of funds legally available for the purpose, quarterly dividends payable in cash in an amount per share (rounded to the nearest cent) equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock or a subdivision of the outstanding shares of common stock (by reclassification or otherwise), declared on the shares of common stock;
|
| |||
|
• entitle holders upon liquidation either to receive $10.00 per share, plus any amount equal to any accrued and unpaid dividends or distributions thereon, or an amount equal to 1,000 times the payment made on one share of common stock, whichever is greater;
|
| |||
|
• entitle the holder to 1,000 votes; and
|
| |||
|
• entitle holders to a per share payment equal to 1,000 times the payment made on one share of common stock if the shares of common stock are exchanged via merger, consolidation or a similar transaction.
|
|
|
Flip-In Trigger:
|
| |
Generally, if a person or group of affiliated or associated persons obtains beneficial ownership of 4.99% or more of the shares of common stock then outstanding (an “Acquiring Person”), then each Right will entitle the holder thereof, other than the Acquiring Person and its affiliates and associates, to purchase, for the Purchase Price, a number of shares of common stock (or, in certain circumstances, cash, property or other securities of the company) having a then-current market value of twice the Purchase Price.
|
|
|
Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Tax Benefits Preservation Plan, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.
|
| |||
|
Any person who, together with its affiliates and associates, beneficially owns 4.99% or more of the outstanding shares of common stock as of the time prior to the first public announcement of the Tax Benefits Preservation Plan shall not be deemed an Acquiring Person, but only for so long as such person, together with its affiliates and associates, does not become the beneficial owner of any additional shares of common stock in excess of the Exempt Ownership Percentage.
|
| |||
|
Redemption of the Rights:
|
| |
The Rights will be redeemable at the company’s option for $0.001 per Right (payable in cash, shares of common stock or other consideration deemed appropriate by the board) at any time prior to the earlier of (i) the tenth business day following a public announcement of a person becoming an Acquiring Person and (ii) April 13, 2023. Immediately upon the action of the board ordering redemption (or such later time as the board may establish for the effectiveness of such redemption), the Rights will terminate and the only right thereafter of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the company undertakes a stock dividend or a stock split, recapitalization or similar transaction.
|
|
|
Exchange Provision:
|
| |
At any time after the date on which an Acquiring Person beneficially owns 4.99% or more of the shares of common stock and prior to the acquisition by the Acquiring Person of 50% of the shares of common stock, the board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for the shares of common stock at an exchange ratio of one share of common stock per Right (subject to adjustment). In certain circumstances, the company may elect to exchange the Rights for shares of Preferred Stock.
|
|
|
Expiration of the Rights:
|
| |
Under the terms of the Tax Benefits Preservation Plan, the Rights will expire on the earliest of (i) the close of business on April 13, 2023, (ii) the close of business on the date of the company’s 2020 annual meeting of stockholders if a proposal soliciting stockholder approval of this Plan is not included in the proxy statement related to the company’s 2020 annual meeting and approved by the affirmative vote of a majority of the votes cast in person or represented by proxy and entitled to vote on such proposal, (iii) the time at which the Rights are redeemed as provided in the Tax Benefits Preservation Plan, (iv) the time at which the Rights are exchanged as provided in the Tax Benefits Preservation Plan, (v) the close of business on the first day of a taxable year of the company to which the board determines that no Tax Attributes may be carried forward or otherwise utilized, (vi) the effective date of the repeal of Section 382 of the Code or any successor statute if the board determines that the Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of NOLs, or (vii) the closing of any merger or other acquisition transaction involving the company pursuant to an agreement of the type described in the Tax Benefits Preservation Plan (as applicable, the “Expiration Date”).
|
|
|
Amendment of Terms of Tax Benefits Preservation Plan and Rights:
|
| |
For so long as the Rights are redeemable, the terms of the Tax Benefits Preservation Plan may be amended in any respect without the consent of the holders of the Rights. Thereafter, the terms of the Tax Benefits Preservation Plan may be amended without the consent of the holders of Rights in order to (i) cure any ambiguities, or to correct or supplement any provision contained in the Tax Benefits Preservation Plan which may be defective or inconsistent with any other provisions therein or (ii) subject to certain exceptions, to make any other changes or provisions in regard to matters or questions arising under the Tax Benefits Preservation Plan which the company may deem necessary or desirable.
|
|
|
Voting Rights; Other Stockholder Rights:
|
| |
The Rights will not have any voting rights. Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the company.
|
|
|
Anti-Dilution Provisions:
|
| |
The board may adjust the Purchase Price, the number of shares of Preferred Stock or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of the Preferred Stock or shares of common stock.
|
|
|
With certain exceptions, no adjustments to the Purchase Price will be made until the cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the current market price of the Preferred Stock.
|
|
NEO
|
| |
Title
|
Current Executives
|
| |
|
Quintin V. Kneen
|
| |
President, Chief Executive Officer and Interim Chief Financial Officer
|
David E. Darling
|
| |
Vice President and Chief Human Resources Officer
|
Daniel A. Hudson
|
| |
Vice President, General Counsel, and Secretary
|
Samuel R. Rubio
|
| |
Vice President, Chief Accounting Officer, and Controller
|
Former Executive
|
| |
|
John T. Rynd
|
| |
Former President and Chief Executive Officer
|
•
|
Successful Realization of Business Combination Synergies. Since the completion of our business combination with GulfMark in November 2018, we have high-graded our fleet and achieved material cost savings. In addition, we substantially outperformed our cost reduction targets and have reduced our ongoing general and administrative expense levels to below Tidewater’s standalone levels prior to the business combination.
|
•
|
Maintained Sector-Leading Balance Sheet Strength. We maintained our sector-leading financial profile and low net debt position by carefully managing our balance sheet and being conservative with respect to capital expenditures. In the fourth quarter of 2019, we completed a bond consent that, among other things, resulted in reducing certain operational restrictions and loosening certain financial covenants.
|
•
|
Capital Discipline Focus, including Fleet Rationalization, Continue to Improve Cash Flow from Operations (“CFFO”). Capital discipline remains a core focus for Tidewater and our ongoing fleet rationalization, working capital management and disciplined approach to capital expenditures all contribute significantly to our ability to generate positive cash flow. We continue to implement a variety of cost-control initiatives, including reductions to vessel operating costs, reductions in worldwide staffing levels, targeted reductions in compensation expense, consolidation of offices globally, changes to our insurance program, improved management of vessel repair and maintenance and other cost control measures. Furthermore, we continued to lead our sector in selling stacked vessels into peripheral markets and recycling yards in 2019 and we intend to continue these initiatives in 2020 and into 2021.
|
•
|
We Remain an Industry Leader in Safety Performance. Importantly, Tidewater’s initiatives to streamline its operating platform did not reduce our high standard of operations, and we maintained our track record as an industry leader in personnel safety, with a Total Recordable Incident Rate (“TRIR”) of 0.13 per 200,000
|
|
Pay Component
|
| |
Results for 2019
|
| |
Considerations
|
|
|
Base Salary
|
| |
base salaries were unchanged for 2019, except for two adjustments due to promotions (Mr. Kneen to CEO and Mr. Hudson to General Counsel)
|
| |
For each officer who received a base salary increase upon promotion in 2019, his ending base salary remained significantly lower than that of his predecessor.
|
|
|
Short-Term Incentive (“STI”) Program
|
| |
no payouts were awarded under the 2019 STI program
|
| |
Under our 2019 STI program, the committee set targets on five different metrics – four company financial/ operational metrics, including safety plus individual performance goals for each officer.
However, given that our cash flow from operations (CFFO) was negative for the year, the committee exercised its discretion to not make any payouts for 2019 performance under the plan. |
|
|
Long-Term Incentive (“LTI”) Award
|
| |
For the first year since our restructuring, we implemented an annual LTI program during 2019.
➢ the 2019 LTI award to the CEO was structured as 60% performance-based and 40% time-based ➢ the 2019 LTI award to each other individual then serving as an officer was structured as 50% performance-based and 50% time-based |
| |
Although Mr. Rynd, who was CEO at the time of grant, received a 2019 LTI grant, the entirety of this award was forfeited upon his September 3, 2019 retirement.
Mr. Hudson’s award was issued entirely as time-based RSUs, as he was not an officer at the time of grant. |
|
•
|
promote a performance- and results-oriented environment;
|
•
|
align compensation with performance measures that are directly related to our company’s strategic goals, key financial and safety results, individual performance, and creation of long-term stockholder value without incurring undue risk;
|
•
|
attract, motivate, develop, and retain the executive talent that we require to compete and manage our business effectively;
|
•
|
manage fixed costs by combining a more conservative approach to base salaries with more emphasis on performance-dependent and at-risk annual and long-term incentives;
|
•
|
maintain individual levels of compensation that are appropriate relative to the compensation of other executives at the company, at our peer companies, and across our industry generally; and
|
•
|
align the interests of executives and stockholders by delivering a significant portion of target compensation in equity or equity-based vehicles.
|
•
|
Emphasis on Performance-Based and At-Risk Compensation. By design, a meaningful portion of our named executives’ pay is delivered in the form of performance-driven and at-risk incentive compensation, which closely aligns a significant portion of executive pay with successful attainment of our business objectives and, ultimately, stockholder returns.
|
•
|
No Single-Trigger Change of Control Benefits. We do not currently have any arrangements with our named executives that provide for single-trigger change of control benefits. We believe that our executive change of control agreements provide protections to our executives that align with current market practice (including modest severance multiples such as 2x for our CEO and 1x for our other named executives, caps on certain benefits, and a “best-net” provision in the event the total payments to the executive trigger an excise tax).
|
•
|
Limited Executive Perquisites. We offer our executives very few perquisites that are not generally available to all employees – reimbursement of certain club memberships and paid parking.
|
•
|
No Income or Excise Tax Gross-Ups. We do not have any contractual arrangements that would require us to pay tax gross-ups to any of our executives.
|
•
|
Clawback Policy. Given that a significant portion of each named executive’s compensation is incentive-based, the compensation committee has adopted a compensation recovery, or “clawback,” policy applicable to cash and equity incentive compensation, which permits the company to recoup such payments in certain situations if the financial statements covering the reporting period to which such compensation relates must be restated.
|
•
|
No Named Executives Participate in our Now-Frozen SERP. Although we have a Supplemental Executive Retirement Plan (the “SERP”), it has been closed to new participants since 2010 and frozen since 2018. None of our named executives is a participant in the SERP.
|
•
|
Robust Stock Ownership Guidelines Applicable to Directors and Officers. Each director and officer is required to acquire and hold significant positions in company stock by the later of August 1, 2022 or the fifth anniversary of his or her appointment – five times annual retainer or base salary for directors and our chief executive officer and three times base salary for our other named executives.
|
|
Bristow Group Inc.
|
| |
Newpark Resources, Inc.
|
|
|
Diamond Offshore Drilling, Inc.
|
| |
Noble Corporation plc
|
|
|
Dril-Quip Inc.
|
| |
Oceaneering International Inc.
|
|
|
*ERA Group, Inc.
|
| |
Oil States International Inc.
|
|
|
Frank’s International N.V.
|
| |
PHI, Inc.
|
|
|
*Gulf Island Fabrication, Inc.
|
| |
Rowan Companies plc
|
|
|
Helix Energy Solutions Group, Inc.
|
| |
*SEACOR Holdings Inc.
|
|
|
Hornbeck Offshore Services, Inc.
|
| |
SEACOR Marine Holdings, Inc.
|
|
•
|
cash flow from operations (“CFFO”), defined as net cash provided by operating activities as reported in our consolidated statements of cash flows;
|
•
|
a safety performance component, which depends upon our achievement of a pre-established goal for the period, such as lost-time accidents or our TRIR results; and
|
•
|
a discretionary component, based on the committee’s subjective assessment of the individual executive’s performance during the period.
|
Named Executive
|
| |
Base Salary(1)
($) |
| |
Target Award as %
of Salary(2) (%) |
| |
Target Award
($) |
Quintin V. Kneen
|
| |
399,375
|
| |
96.6%
|
| |
385,917
|
David E. Darling
|
| |
230,000
|
| |
70.0%
|
| |
161,000
|
Daniel A. Hudson
|
| |
197,417
|
| |
40.1%
|
| |
79,219
|
Samuel R. Rubio
|
| |
230,000
|
| |
70.0%
|
| |
161,000
|
John T. Rynd(3)
|
| |
400,000
|
| |
100.0%
|
| |
400,000
|
(1)
|
Represents the amount of base salary actually paid to each named executive for service during 2019.
|
(2)
|
The target award opportunity for each of Messrs. Kneen and Hudson was increased due to his promotions (from 95% to 100% for Mr. Kneen and from 30% to 70% for Mr. Hudson); thus, the target percentage included above for each is a blended rate based on the number of days each percentage opportunity was in effect.
|
(3)
|
Mr. Rynd retired effective September 3, 2019 but was eligible to receive a pro rata STI payout for the portion of the year in which he was employed.
|
|
| |
Performance Standards
|
| |
Actual
Performance |
| |
Percent
of Target Earned |
| |
Times
Weight |
| |
Equals
Weighted Payout |
||||||
Performance Metric
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||
G&A Run Rate(a)
|
| |
$100 MM
|
| |
$88 MM
|
| |
$78 MM
|
| |
$81 MM
|
| |
135%
|
| |
30%
|
| |
40.5%
|
Dry Dock(b)
|
| |
$65 MM
|
| |
$60 MM
|
| |
$50 MM
|
| |
> $65 MM
|
| |
0%
|
| |
30%
|
| |
0.0%
|
VOM(c)
|
| |
$140MM
|
| |
$160 MM
|
| |
$185 MM
|
| |
$154.5 MM
|
| |
86%
|
| |
30%
|
| |
25.8%
|
Safety(d)
|
| |
—
|
| |
—
|
| |
0 LTAs
|
| |
2 LTAs
|
| |
80%
|
| |
10%
|
| |
8.0%
|
Adjustment for Subjective Criteria
|
| |
1.7%
|
||||||||||||||||||
Calculated Percent of Target Earned
|
| |
76.0%
|
||||||||||||||||||
Approved Percent of Target Earned
|
| |
0.0%
|
(a)
|
G&A run rate. Annualized G&A expense calculated by multiplying the fourth quarter’s G&A (excluding certain board-sanctioned, non-recurring charges) by four. At a G&A run rate of $78.0 million or less, a maximum 150% of target could be earned. We calculated our G&A run rate by multiplying our fourth quarter 2019 adjusted G&A of $20.3 million ($22.4 million as reported in our financials, net of $2.1 million in restructuring costs) by four.
|
(b)
|
Dry Dock. The objective was to complete 65 dry docks at a target cost of $60.0 million, adjusted for any board-sanctioned changes due to discretionary reactivations, changes, or deletions to the dry dock schedule.
|
(c)
|
VOM. Vessel operating margin, defined as vessel revenue less vessel operating expenses, excluding any board-sanctioned, one-time costs associated with our 2018 merger with GulfMark. We calculated VOM by subtracting our vessel operating expense as reported for 2019 of $332.0 million from vessel revenue as reported in our 2019 income statement of $486.5 million.
|
(d)
|
Safety. For each participant, the portion of his target award (10%) allocated to safety represents the maximum the participant could earn, with downward adjustments made if more than one lost time accident (LTA) has occurred.
|
Position
|
| |
Total LTI
Target Grant Value |
| |
%
Time-Based |
| |
%
Performance- Based |
| |
Named Executive
Grantees |
CEO
|
| |
$2,750,000
|
| |
60%
|
| |
40%
|
| |
Mr. Rynd
|
CFO
|
| |
$1,000,000
|
| |
50%
|
| |
50%
|
| |
Mr. Kneen
|
Other Officers
|
| |
$164,000
|
| |
50%
|
| |
50%
|
| |
Messrs. Darling and Rubio
|
Other Key Employees
|
| |
$130,000
|
| |
100%
|
| |
—
|
| |
Mr. Hudson
|
Performance Level
|
| |
Tidewater’s
Percentile Rank |
| |
Share Payout as a % of
TSR RSU Award |
Maximum
|
| |
≥ 80th percentile
|
| |
200%
|
Target
|
| |
50th percentile
|
| |
100%
|
Threshold
|
| |
35th percentile
|
| |
50%
|
Below Threshold
|
| |
< 35th percentile
|
| |
0%
|
Performance Level
|
| |
SAROIC
|
| |
Share Payout as a % of
ROIC RSU Award |
Maximum
|
| |
≥ 10.0%
|
| |
200%
|
Target
|
| |
6.0%
|
| |
100%
|
Threshold
|
| |
4.0%
|
| |
50%
|
Below Threshold
|
| |
< 4.0%
|
| |
0%
|
•
|
5x salary for the chief executive officer;
|
•
|
3x salary for the chief operating officer, chief financial officer, and executive vice presidents; and
|
•
|
2x salary for all other officers.
|
|
| |
Compensation Committee:
|
|
| |
|
|
| |
Louis A. Raspino, Chairman
Dick Fagerstal Kenneth H. Traub |
Name and
Principal Position |
| |
Fiscal Year
|
| |
Salary
($) |
| |
Stock
Awards(1) ($) |
| |
Non-Equity
Incentive Plan Compensation(2) ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) |
| |
All Other
Compen- sation(4) ($) |
| |
Total
($) |
Current Executives
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Quintin V. Kneen(5)
President, Chief Executive Officer, and Interim Chief Financial Officer |
| |
2019
|
| |
399,375
|
| |
1,000,017
|
| |
—
|
| |
—
|
| |
18,512
|
| |
1,417,904
|
|
2018
|
| |
62,521
|
| |
1,060,005
|
| |
—
|
| |
—
|
| |
—
|
| |
1,122,526
|
||
David E. Darling(6)
Vice President and Chief Human Resources Officer |
| |
2019
|
| |
230,000
|
| |
164,004
|
| |
—
|
| |
3,253
|
| |
975
|
| |
398,232
|
Daniel A. Hudson(6)
Vice President, General Counsel, and Secretary |
| |
2019
|
| |
197,417
|
| |
130,022
|
| |
—
|
| |
—
|
| |
975
|
| |
328,414
|
Samuel R. Rubio(6)
Vice President, Chief Accounting Officer, and Controller |
| |
2019
|
| |
230,000
|
| |
164,004
|
| |
—
|
| |
—
|
| |
975
|
| |
394,979
|
Former Executive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
John T. Rynd(7)
Former President and Chief Executive Officer |
| |
2019
|
| |
400,000
|
| |
2,750,003
|
| |
—
|
| |
—
|
| |
1,207,685
|
| |
4,357,688
|
|
2018
|
| |
498,082
|
| |
2,750,041
|
| |
473,178
|
| |
—
|
| |
6,723
|
| |
3,728,024
|
(1)
|
For 2019, this figure represents the grant date value of RSU grants made to our named executives. As disclosed in footnote 7, the entire 2019 RSU grant to Mr. Rynd was forfeited upon his retirement date (September 3, 2019). For more information regarding the equity awards granted during fiscal 2019, please see the next table (“Fiscal 2019 Grants of Plan-Based Awards”). We value both time-based and performance-based RSUs based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 at the closing sale price per share of our common stock on the date of grant. Assuming maximum performance, the grant date value of the 2019 stock awards for those named executives who received performance-based RSUs would be as follows: Mr. Kneen, $1,500,013; each of Messrs. Darling and Rubio $246,005; and Mr. Rynd, $4,400,004. For information regarding the assumptions made by us in valuing our RSU awards, please see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
(2)
|
No bonuses were earned under our 2019 STI program. For more information on this program, see “Short-term Incentive Compensation.”
|
(3)
|
Reflects the change from the prior fiscal year in the actuarial present value of the accumulated benefit under our Pension Plan, which has been closed to new participants since 2010. Mr. Darling is the only named executive who is a participant in the Pension Plan and, as discussed in greater detail under “Fiscal 2019 Pension Benefits,” his participation is based on his prior service with Tidewater from 1983 to 1996. He is currently in payout status and receives payments in the form of a 50% joint and contingent annuity (approximately $2,227 per year). He will not accrue any additional benefits for his current service.
|
(4)
|
The following chart provides a breakdown of the amounts included in each named executive’s “All Other Compensation” column for fiscal 2019:
|
Name
|
| |
Termination
Payments(7) ($) |
| |
Perquisites
($) |
| |
Total, All Other
Compensation ($) |
Current Executives
|
| |
|
| |
|
| |
|
Mr. Kneen
|
| |
—
|
| |
18,512
|
| |
18,512
|
Mr. Darling
|
| |
—
|
| |
975
|
| |
975
|
Mr. Hudson
|
| |
—
|
| |
975
|
| |
975
|
Mr. Rubio
|
| |
—
|
| |
975
|
| |
975
|
Former Executive
|
| |
|
| |
|
| |
|
Mr. Rynd
|
| |
1,200,000
|
| |
7,685
|
| |
1,207,685
|
(5)
|
Mr. Kneen, who previously served as our Executive Vice President and Chief Financial Officer, was appointed President, Chief Executive Officer, and a Director effective September 3, 2019. He continues to serve as our Chief Financial Officer on an interim basis until the appointment of a longer-term successor to that role.
|
(6)
|
Each of Messrs. Darling, Hudson, and Rubio was designated as an executive officer of the company in the fall of 2019 following the restructuring of our senior management team.
|
(7)
|
Mr. Rynd served as our President, Chief Executive Officer, and a director until he retired on September 3, 2019. The board determined that, under the terms of his employment agreement, Mr. Rynd was entitled to receive the benefits due him upon an involuntary termination by the company without cause. Therefore, Mr. Rynd received a cash severance equal to one year’s base salary plus target bonus, contingent upon his compliance with certain post-employment restrictive covenants, and full acceleration of his initial equity award (with performance deemed at target for the performance-based portion of that award). However, his 2019 long-term incentive award, the value of which is reported in the “Stock Awards” column for 2019, was forfeited effective as of his retirement date.
|
Name and
Type of Grant |
| |
Grant
Date |
| |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant
Date Fair Value of Stock Awards ($) |
| ||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||
Current Executives
|
||||||||||||||||||||||||||||||
Quintin V. Kneen
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||||
Annual Cash Incentive(1)
|
| |
—
|
| |
115,775
|
| |
385,917
|
| |
540,283
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
TB RSU Grant(2)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
20,409
|
| |
500,021
|
| ||
PB RSU Grant (TSR)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
5,102
|
| |
10,204
|
| |
20,408
|
| |
—
|
| |
249,998
|
| ||
PB RSU Grant (ROIC)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
5,102
|
| |
10,204
|
| |
20,408
|
| |
—
|
| |
249,998
|
| ||
David E. Darling
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
Annual Cash Incentive(1)
|
| |
—
|
| |
48,300
|
| |
161,000
|
| |
225,400
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
TB RSU Grant(2)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
3,347
|
| |
82,002
|
| ||
PB RSU Grant (TSR)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
837
|
| |
1,674
|
| |
3,348
|
| |
—
|
| |
41,001
|
| ||
PB RSU Grant (ROIC)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
837
|
| |
1,673
|
| |
3,346
|
| |
—
|
| |
41,001
|
| ||
Daniel A. Hudson
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
Annual Cash Incentive(1)
|
| |
—
|
| |
23,739
|
| |
79,129
|
| |
110,781
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
TB RSU Grant(2)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
5,307
|
| |
130,022
|
| ||
Samuel R. Rubio
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
Annual Cash Incentive(1)
|
| |
—
|
| |
48,300
|
| |
161,000
|
| |
225,400
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
TB RSU Grant(2)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
3,347
|
| |
82,002
|
| ||
PB RSU Grant (TSR)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
837
|
| |
1,674
|
| |
3,348
|
| |
—
|
| |
41,001
|
| ||
PB RSU Grant (ROIC)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
837
|
| |
1,673
|
| |
3,346
|
| |
—
|
| |
41,001
|
| ||
Former Executive
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
John T. Rynd(4)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
Annual Cash Incentive(1)
|
| |
—
|
| |
120,000
|
| |
400,000
|
| |
560,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||
TB RSU Grant(2)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
44,898
|
| |
1,100,001
|
| ||
PB RSU Grant (TSR)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
16,837
|
| |
33,674
|
| |
67,348
|
| |
—
|
| |
825,001
|
| ||
PB RSU Grant (ROIC)(3)
|
| |
4/15/19
|
| |
|
| |
|
| |
|
| |
16,837
|
| |
33,673
|
| |
67,346
|
| |
—
|
| |
825,001
|
|
(1)
|
Each of our named executives was eligible to receive an annual cash incentive under our short-term incentive program based the achievement of certain company and individual performance goals during fiscal 2019 (the 2019 STI program). The target awards for Messrs. Kneen and Hudson, each of whom had his target opportunity increased during the year, are prorated based on the number of days in the year each percentage opportunity was in effect. The target award for Mr. Rynd is prorated based on the number of days in the fiscal year in which he was employed by the company. The threshold award value represents the amount that could be earned for performance at threshold on three of the five metrics (G&A, dry dock, and vessel operating margin) that provided the opportunity for a payout at threshold. The maximum award that could be earned by each participating named executive was 140% of his target award, assuming maximum performance on each of the five criteria. However, as indicated in the 2019 “Non-Equity Compensation” column of the Summary Compensation Table, no payouts were ultimately earned under the 2019 STI program, given the fact that our cash flow from operations was negative for the year. For more information regarding our 2019 STI program, please see the section entitled, “Short-term Incentive Compensation.”
|
(2)
|
Represents a grant of time-based restricted stock units that vest one-third per year on April 15 of 2020, 2021, and 2022, subject to the executive’s continued employment through such date.
|
(3)
|
Represents a grant of performance-based restricted stock units payable in shares of common stock at the end of a three-year performance period based on the company’s achievement of two separate performance metrics. Vesting of one-half depends on the company’s TSR as measured against that of its peer group for the three-year period while vesting of the other half depends on the simple average of the company’s return on invested capital (“ROIC”) for each year in the three-year period. The RSU grant and the target noted above represent the target award (50th percentile for the TSR portion and 6.0% for the ROIC portion); however, payout may range between 0%-200% of target depending on the company’s actual performance. At the threshold performance level (35th percentile for the TSR portion and 4.0% for the ROIC portion), participants receive 50% of the target award, but if the company’s TSR is equal to or falls below threshold, all performance-based RSUs will be cancelled. If the company’s performance equals or exceeds the maximum performance level (80th percentile for the TSR portion and 10.0% for the ROIC portion), participants will earn the maximum 200%. Payout will be prorated for results that fall between two performance levels.
|
(4)
|
As noted previously, Mr. Rynd’s fiscal 2019 RSU grants were forfeited in full effective as of his retirement date (September 3, 2019).
|
Name
|
| |
Unvested Equity Incentive Plan Awards
|
| |
Unvested Stock Awards
|
||||||
|
Number of
Shares or Units(2) (#) |
| |
Market Value(1)
($) |
| |
Number of
Shares or Units(3) (#) |
| |
Market Value(1)
($) |
||
Quintin V. Kneen
|
| |
20,408
|
| |
393,466
|
| |
89,001
|
| |
1,715,939
|
David E. Darling
|
| |
3,347
|
| |
64,530
|
| |
50,013
|
| |
964,251
|
Daniel A. Hudson
|
| |
—
|
| |
—
|
| |
9,118
|
| |
175,795
|
Samuel R. Rubio
|
| |
3,347
|
| |
64,530
|
| |
22,391
|
| |
431,698
|
(1)
|
The market value of all reported equity awards is based on the closing price of our common stock on December 31, 2019, as reported on the NYSE ($19.28).
|
(2)
|
Represents performance-based RSUs that will vest and pay out in shares on April 15, 2023 based on the company’s achievement of two separate three-year performance metrics and the named executive’s continued service through the vesting date. For more information, see footnote (3) of the “Grants of Plan-Based Awards” table.
|
(3)
|
Represents time-based RSUs that vest as follows, subject to the named executive’s continued service through the vesting date:
|
Name
|
| |
Time-Based RSUs by Vesting Date
|
| |
Total
|
|||||||||||||||||||||||||||
|
3/19/20
(#) |
| |
4/13/20
(#) |
| |
4/15/20
(#) |
| |
8/18/20
(#) |
| |
12/28/20
(#) |
| |
3/19/21
(#) |
| |
4/13/21
(#) |
| |
4/15/21
(#) |
| |
12/28/21
(#) |
| |
4/15/22
(#) |
| ||||
Mr. Kneen
|
| |
—
|
| |
16,121
|
| |
6,803
|
| |
—
|
| |
18,176
|
| |
—
|
| |
16,120
|
| |
6,803
|
| |
18,175
|
| |
6,803
|
| |
89,001
|
Mr. Darling
|
| |
23,333
|
| |
—
|
| |
1,116
|
| |
—
|
| |
—
|
| |
23,333
|
| |
—
|
| |
1,116
|
| |
—
|
| |
1,115
|
| |
50,013
|
Mr. Hudson
|
| |
—
|
| |
—
|
| |
1,769
|
| |
3,811
|
| |
—
|
| |
—
|
| |
—
|
| |
1,769
|
| |
—
|
| |
1,769
|
| |
9,118
|
Mr. Rubio
|
| |
—
|
| |
—
|
| |
1,116
|
| |
—
|
| |
9,522
|
| |
—
|
| |
—
|
| |
1,116
|
| |
9,522
|
| |
1,115
|
| |
22,391
|
|
| |
Equity Awards
|
|||
Name
|
| |
Number of Shares
Acquired on Vesting(1) (#) |
| |
Value Realized on
Vesting(2) ($) |
Current Executives
|
| |
|
| |
|
Quintin V. Kneen
|
| |
34,297
|
| |
745,477
|
David E. Darling
|
| |
23,334
|
| |
570,983
|
Daniel A. Hudson
|
| |
3,811
|
| |
60,824
|
Samuel R. Rubio
|
| |
9,524
|
| |
183,242
|
Former Executive
|
| |
|
| |
|
John T. Rynd(3)
|
| |
106,741
|
| |
1,622,463
|
(1)
|
This figure represents the total number of shares that the named executive was entitled to receive under all equity awards he held that vested in 2019.
|
(2)
|
Based on the closing price of our common stock on the date of vesting (or, if our common stock did not trade that day, on the previous trading day).
|
(3)
|
The vesting of these 106,741 RSUs was accelerated on Mr. Rynd’s retirement date of September 3, 2019; however, these RSUs will settle and pay out in shares on March 3, 2020 (the six-month anniversary of his retirement). Therefore, the shares shown under “Number of Shares Acquired on Vesting” for Mr. Rynd were not issued to him during 2019 but instead were issued to him in the first quarter of 2020.
|
Name
|
| |
Plan Name
|
| |
Number of Years
of Credited Service (#) |
| |
Present Value of
Accumulated Benefits(2) ($) |
| |
Payments
During Last Fiscal Year ($) |
David E. Darling(1)
|
| |
Pension Plan
|
| |
—
|
| |
37,120
|
| |
2,227
|
(1)
|
As discussed in greater detail below, Mr. Darling’s benefit is based on his prior service with us and he is currently in payout status.
|
(2)
|
A discussion of the other assumptions used in calculating the present value of accumulated benefits is set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
•
|
The amounts shown in the table assume that the date of termination of employment of each named executive was December 31, 2019. Accordingly, the table reflects amounts payable to our named executives as of December 31, 2019 and includes estimates of amounts that would be paid to the named executive upon the occurrence of a termination or change in control. The actual amounts that would be paid to a named executive can only be determined at the time of the termination or change in control.
|
•
|
If a named executive is employed on December 31 of a given year, that executive will generally be entitled to receive an annual cash bonus for that year under our short-term incentive plan. Even if a named executive resigns or is terminated with cause at the end of the fiscal year, the executive may receive an incentive bonus, because the executive had been employed for the entire fiscal year. Under these scenarios, this payment is not a severance or termination payment, but is a payment for services provided over the course of the year, and therefore is included in the table but not as a termination-related benefit. The officer would not receive a pro rata bonus payment under these circumstances if employment terminated prior to the end of the year.
|
•
|
A named executive will be entitled to receive all amounts accrued and vested under our retirement and savings programs including any pension plans and deferred compensation plans in which the named executive participates. These amounts will be determined and paid in accordance with the applicable plan, and benefits payable under the non-qualified plans in which the named executives participate are also reflected in the table. Qualified retirement plan benefits payable under our Retirement Plan are not included.
|
•
|
A named executive (or, if applicable, his estate) will receive a pro rata STI payout for the fiscal year in which termination occurs, based upon actual performance as measured against the performance criteria in effect for such year, his target opportunity, and the pro rata salary he earned during the year.
|
•
|
For each executive officer, the vesting of any unvested portion of his outstanding equity awards will accelerate, except for the emergence grant held by Mr. Hudson.
|
•
|
The compensation committee may elect to pay the named executive a pro rata STI payout for the fiscal year in which termination occurs, based upon actual performance as measured against the performance criteria in effect for such year, his target opportunity, and the pro rata salary he earned during the year.
|
•
|
Under his employment agreement, Mr. Kneen would be entitled to receive (1) severance equal to two years’ base salary plus the value of 12 months’ COBRA coverage, to be paid in a lump sum within 60 days of termination, and (2) accelerated vesting of his legacy GulfMark equity awards and his initial equity grant, all of which would be contingent upon his execution of a release and subject to his compliance with certain post-employment restrictive covenants.
|
•
|
Under his employment agreement, Mr. Rubio would be entitled to receive accelerated vesting for one of the two initial equity grants he received, contingent upon his execution of a release and subject to his compliance with certain post-employment restrictive covenants.
|
•
|
Mr. Hudson would be entitled to accelerated vesting of the unvested portion of his emergence grant, subject to his compliance with certain post-employment restrictive covenants.
|
•
|
a cash severance payment equal to a specific multiple (two times for the CEO, one-and-a-half times for any executive vice president, and one time for all other officers) of the sum of (a) his base salary in effect at the time of termination and (b) his target bonus;
|
•
|
a pro-rata STI payout for the fiscal year in which the termination occurs;
|
•
|
a cash payment equal to any unpaid bonus with respect to a completed fiscal year as calculated by the agreement;
|
•
|
reimbursement for the cost of insurance and welfare benefits for a specified number of months (24 months for the CEO, 18 months for any executive vice president, and 12 months for all other officers) following termination of employment; and
|
•
|
outplacement assistance, not to exceed $25,000.
|
Event
|
| |
Mr. Kneen
|
| |
Mr. Darling
|
| |
Mr. Hudson
|
| |
Mr. Rubio
|
Death or Disability
|
| |
|
| |
|
| |
|
| |
|
Accelerated vesting of equity awards
|
| |
$2,109,406
|
| |
$1,028,781
|
| |
$102,319
|
| |
$496,229
|
Subtotal – Termination-Related Benefits
|
| |
$2,109,406
|
| |
$1,028,781
|
| |
$102,319
|
| |
$496,229
|
Annual incentive for full fiscal year(1)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Total
|
| |
$2,109,406
|
| |
$1,028,781
|
| |
$102,319
|
| |
$496,229
|
Termination without Cause or with Good Reason
|
| |
|
| |
|
| |
|
| |
|
Accelerated vesting of equity awards
|
| |
$1,322,454
|
| |
$—
|
| |
$73,476
|
| |
$238,648
|
Cash severance payment
|
| |
$1,022,353
|
| |
$—
|
| |
$—
|
| |
$—
|
Subtotal – Termination-Related Benefits
|
| |
$2,344,807
|
| |
$—
|
| |
$73,476
|
| |
$238,648
|
Annual incentive for full fiscal year(1)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Total
|
| |
$2,344,807
|
| |
$—
|
| |
$73,476
|
| |
$238,648
|
All Other Terminations
(outside of Change in Control) |
| |
|
| |
|
| |
|
| |
|
Annual incentive for full fiscal year(1)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Total
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Change in Control with Termination
|
| |
|
| |
|
| |
|
| |
|
Accelerated vesting of equity awards
|
| |
$2,109,406
|
| |
$1,028,781
|
| |
$175,795
|
| |
$496,229
|
Cash severance payment
|
| |
$1,950,000
|
| |
$391,000
|
| |
$391,000
|
| |
$391,000
|
Additional benefits
|
| |
$69,706
|
| |
$39,289
|
| |
$47,353
|
| |
$40,239
|
Subtotal – Termination-Related Benefits
|
| |
$4,129,112
|
| |
$1,459,070
|
| |
$614,148
|
| |
$927,468
|
Annual incentive for full fiscal year(1)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Total
|
| |
$4,129,112
|
| |
$1,459,070
|
| |
$614,148
|
| |
$927,468
|
(1)
|
As described in greater detail in the CD&A under “Short-Term Incentive Compensation,” the committee determined that no annual incentives were earned under the 2019 STI program.
|
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding options and rights(3) (a) |
| |
Weighted-average
exercise price of outstanding options and rights (b) |
| |
Number of securities
remaining available for future issuance under plans (excluding securities reflected in column (a))(4) (c) |
Equity Compensation Plans Approved by Stockholders(1)
|
| |
172,567
|
| |
—
|
| |
1,441,684
|
Equity Compensation Plans Not Approved by Stockholders(2)
|
| |
158,904
|
| |
—
|
| |
633,174
|
Totals as of December 31, 2019
|
| |
331,471
|
| |
—
|
| |
2,074,858
|
(1)
|
Represents shares subject to awards issued under the Tidewater Inc. 2017 Stock Incentive Plan (the “2017 Plan”).
|
(2)
|
Represents shares subject to awards issued under the Tidewater Legacy GLF Management Incentive Plan, which we assumed in connection with the business combination (the “Legacy GLF Plan”). We describe this plan in further detail below.
|
(3)
|
Represents the maximum number of shares that may be issued under restricted stock units (RSUs) currently outstanding under both the 2017 Plan and the Legacy GLF Plan (maximum of one share per time-based RSU and up to two shares per performance-based RSU, depending on the extent to which the performance conditions are met). RSUs are the only type of awards outstanding under either plan.
|
(4)
|
Awards may be granted under either plan in the form of stock options, restricted stock, RSUs, or other cash- or equity- based awards.
|
•
|
the annual total compensation paid to the individual who was identified as the median employee of our company and its consolidated subsidiaries (other than our CEO), was $22,712;
|
•
|
the annual total compensation of our CEO (as reported in the Summary Compensation Table, but annualized as described below) was $3,268,515; and
|
•
|
based on this information, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation is 144 to 1.
|
Compensation Component
|
| |
Amount Reported
in Summary Compensation Table |
| |
Annualized Amount
Used for Pay Ratio Calculation |
Base Salary
|
| |
$399,375
|
| |
$500,000
|
Non-equity Incentive Plan Compensation
|
| |
—
|
| |
—
|
Stock Awards
|
| |
1,000,017
|
| |
2,750,003
|
All Other Compensation
|
| |
18,512
|
| |
18,512
|
Total
|
| |
$1,417,904
|
| |
$3,268,515
|
|
| |
Audit Committee:
|
|
| |
|
|
| |
Dick Fagerstal, Chairman
Louis A. Raspino Kenneth H. Traub |
|
| |
Fiscal Year Ended
December 31, 2018 |
| |
Fiscal Year Ended
December 31, 2019 |
Audit Fees(1)
|
| |
$1,693,162
|
| |
$1,949,970
|
Audit-Related Fees(2)
|
| |
$116,913
|
| |
$207,263
|
Tax Fees(3)
|
| |
$553,985
|
| |
$1,371,643
|
All Other Fees(4)
|
| |
$—
|
| |
$4,103
|
Total
|
| |
$2,364,060
|
| |
$3,532,979
|
(1)
|
Relates to services rendered in connection with auditing our company’s consolidated financial statements for each annual or transition period and reviewing our company’s quarterly financial statements. Also includes services rendered in connection with statutory audits and financial statement audits of our subsidiaries.
|
(2)
|
Consists of financial accounting and reporting consultations and employee benefit plan audits and fee related to registration statements and SEC comment letters.
|
(3)
|
Consists of United States and foreign corporate tax compliance services and consultations.
|
(4)
|
Consists of fees billed for all other professional services rendered to Tidewater, other than those reported in the previous three rows. These fees relate to an annual subscription to an online research resource.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
|
|
| |
DANIEL A. HUDSON
|
|
| |
Vice President, General Counsel and Secretary
|
Houston, Texas
|
| |
|
June 18, 2020
|
| |
|
Term
|
| |
Section
|
Adjustment Shares
|
| |
11.1.2
|
Board
|
| |
Recitals
|
Book Entry Shares
|
| |
3.1
|
Code
|
| |
Recitals
|
common stock equivalent
|
| |
11.1.3
|
Company
|
| |
Preamble
|
current per share market price
|
| |
11.4.1
|
Current Value
|
| |
11.1.3
|
Distribution Date
|
| |
3.1
|
equivalent preferred stock
|
| |
11.2
|
Exchange Act
|
| |
1.2
|
Exchange Consideration
|
| |
27.1
|
Exemption Request
|
| |
28
|
Exempt Ownership Percentage
|
| |
1.1
|
Expiration Date
|
| |
7.1
|
Final Expiration Date
|
| |
7.1
|
Term
|
| |
Section
|
Original Rights
|
| |
1.3.2
|
Plan
|
| |
Preamble
|
Preferred Stock
|
| |
Recitals
|
Purchase Price
|
| |
4
|
Record Date
|
| |
Recitals
|
Redemption Date
|
| |
7.1
|
Redemption Period; Redemption Price
|
| |
23.1
|
Requesting Person
|
| |
28
|
Right
|
| |
Recitals
|
Right Certificate
|
| |
3.1
|
Rights Agent
|
| |
Preamble
|
Securities Act
|
| |
1.10
|
Security
|
| |
11.4.1
|
Spread
|
| |
11.1.3
|
Substitution Period
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11.1.3
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Summary of Rights
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3.2
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Tax Attributes
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Trading Day
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Recitals
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11.4.1
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Trust
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27.1
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Trust Agreement
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27.1
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Tidewater Inc.
6002 Rogerdale Road Houston, Texas 77072 Telephone: 713-470-5300 Fax no.: 888-909-0946 Attention: General Counsel With a copy to: Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019 Telephone: 212-318-3000 Fax no.: 212-318-3400 Attention: Steven Suzzan, Esq. |
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Computershare Trust Company, N.A.
150 Royall Street Canton, MA 02021 Attn: Client Services |
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TIDEWATER INC.
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By
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/s/ Quintin V. Kneen
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Name: Quintin V. Kneen
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Title: President and Chief Executive Officer
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COMPUTERSHARE TRUST COMPANY, N.A.
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By
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/s/ Shirley Nessrella
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Name: Shirley Nessrella
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Title: Vice President & Manager
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TIDEWATER INC.
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By
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Name:
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Title:
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Certificate No. R-
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Rights
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NOT EXERCISABLE AFTER APRIL , 2023 OR EARLIER IF UPON AN EXPIRATION DATE, INCLUDING IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 11.1.2 OF THE AGREEMENT), RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
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Attest:
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TIDEWATER INC.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Countersigned:
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COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
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By:
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Authorized Signature
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Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT |
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(To be executed by the registered holder if such holder
desires to transfer the Right Certificate.) |
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FOR VALUE RECEIVED _______________________________________________________________________
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hereby sells, assigns and transfers unto _____________________________________________________________
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_____________________________________________________________________________________________
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_____________________________________________________________________________________________
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(Please print name and address
of transferee) |
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Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.
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Dated:
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Signature
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Signature Guaranteed:
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Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.
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(1)
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the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person or an Affiliate or an Associate thereof; and
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(2)
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after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof.
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Dated:
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Signature
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FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise the Right Certificate.) |
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To Tidewater Inc.:
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The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Stock issuable upon the exercise of such Rights (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such stock be issued in the name of:
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(Please print name and address)
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If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:
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Please insert social security
or other identifying number |
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(Please print name and address)
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Dated:
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Signature
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Signature Guaranteed:
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(1)
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the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person or an Affiliate or an Associate thereof; and
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(2)
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after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof.
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Dated:
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Signature
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AS DESCRIBED IN THE TAX BENEFITS PRESERVATION PLAN, UNDER CERTAIN CIRCUMSTANCES, RIGHTS WHICH ARE HELD BY OR HAVE BEEN HELD BY AN ACQUIRING PERSON OR ASSOCIATES OR AFFILIATES THEREOF (AS DEFINED IN THE TAX BENEFITS PRESERVATION PLAN) AND CERTAIN TRANSFEREES THEREOF SHALL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
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