Helix Energy (NYSE: HLX) investors approve director slate, KPMG and 2025 pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Helix Energy Solutions Group, Inc. reported results from its May 13, 2026 annual shareholder meeting. Shareholders elected Class III directors Paula Harris, Amy H. Nelson and William L. Transier to three-year terms expiring at the 2029 annual meeting or until their successors are elected and qualified.

Shareholders ratified KPMG LLP as the independent registered public accounting firm for 2026, with 132,170,631 votes for, 447,964 against and 43,805 abstentions. They also approved, on a non-binding advisory basis, the 2025 compensation of named executive officers, with 116,003,801 votes for, 6,593,429 against and 410,193 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Paula Harris: 112,194,479 votes Votes for Amy H. Nelson: 108,792,914 votes Votes for William L. Transier: 103,378,795 votes +3 more

6 metrics

Votes for Paula Harris 112,194,479 votes Director election at May 13, 2026 annual meeting

Votes for Amy H. Nelson 108,792,914 votes Director election at May 13, 2026 annual meeting

Votes for William L. Transier 103,378,795 votes Director election at May 13, 2026 annual meeting

Auditor ratification votes for KPMG 132,170,631 votes for; 447,964 against; 43,805 abstentions Ratification of 2026 independent registered public accounting firm

Say-on-pay votes 116,003,801 for; 6,593,429 against; 410,193 abstentions 2025 named executive officer compensation advisory vote

Broker non-votes on say-on-pay 9,654,977 shares Non-binding advisory vote on 2025 executive compensation

Key Terms

Broker Non-Votes, independent registered public accounting firm, non-binding advisory basis, Annual Meeting of Shareholders, +1 more

5 terms

Broker Non-Votes financial

"Broker Non-Votes | Paula Harris | | 112,194,479 | | 10,812,944 | | ¾ | | 9,654,977"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"shareholders approved, on a non-binding advisory basis, the 2025 compensation of our named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Annual Meeting of Shareholders financial

"the Company held its Annual Meeting of Shareholders on May 13, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Class III directors financial

"were elected as Class III directors to the Company’s Board of Directors"

Understanding 8-K Material Events →

05/13/2026 - 04:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)


Minnesota	001-32936	95-3409686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3505 West Sam Houston Parkway North
Suite 400
Houston, Texas		77043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 281-618-0400

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		HLX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Helix Energy Solutions Group, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 13, 2026. Three proposals, as described in the Company’s Proxy Statement dated April 1, 2026, were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results:

●

Election of Director Nominees.


Director	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
Paula Harris	112,194,479	10,812,944	¾	9,654,977
Amy H. Nelson	108,792,914	14,214,509	¾	9,654,977
William L. Transier	103,378,795	19,628,628	¾	9,654,977

Each of the directors received the affirmative vote of a plurality of the shares cast and were elected as Class III directors to the Company’s Board of Directors to serve a three-year term expiring at the annual meeting of shareholders in 2029 or, if at a later date, until their respective successor is elected and qualified.

●

Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026.


Votes For	Votes Against	Abstentions	Broker Non-Votes
132,170,631	447,964	43,805	¾

This proposal received a majority of the votes cast; accordingly, our shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

●

Advisory vote on the approval of the 2025 compensation of our named executive officers.


Votes For	Votes Against	Abstentions	Broker Non-Votes
116,003,801	6,593,429	410,193	9,654,977

This proposal received a majority of the votes cast; accordingly, our shareholders approved, on a non-binding advisory basis, the 2025 compensation of our named executive officers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 13, 2026
	HELIX ENERGY SOLUTIONS GROUP, INC.

	By:	/s/ Kenneth E. Neikirk
		Kenneth E. Neikirk
		Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Helix Energy Solutions (HLX) shareholders vote on at the May 13, 2026 annual meeting?

Shareholders voted on director elections, auditor ratification, and executive pay. They elected three Class III directors, ratified KPMG LLP as the 2026 independent registered public accounting firm, and approved 2025 named executive officer compensation on a non-binding advisory basis, all by majority vote.

Were all Helix Energy Solutions (HLX) director nominees elected and what is their term?

All three Class III director nominees were elected by a plurality of shares cast. Paula Harris, Amy H. Nelson and William L. Transier will serve three-year terms expiring at the 2029 annual meeting, or later until their respective successors are elected and qualified by shareholders.

Did Helix Energy Solutions (HLX) shareholders ratify KPMG as auditor for 2026 and what were the vote results?

Shareholders ratified KPMG LLP as the independent registered public accounting firm for 2026. The vote totaled 132,170,631 shares for, 447,964 against and 43,805 abstentions. This majority support confirms KPMG’s appointment for the company’s 2026 financial statement audits and related audit services.

How did Helix Energy Solutions (HLX) shareholders vote on 2025 executive compensation?

Shareholders approved 2025 named executive officer compensation on a non-binding advisory basis. The proposal received 116,003,801 votes for, 6,593,429 against and 410,193 abstentions, with 9,654,977 broker non-votes. This advisory approval reflects shareholder support for the company’s 2025 executive pay program.

What were broker non-votes at the Helix Energy Solutions (HLX) 2026 annual meeting?

Broker non-votes were reported on several proposals, including 9,654,977 broker non-votes in the director elections and say-on-pay proposal. These shares were present for quorum but were not counted as votes for, against, or abstaining on those specific items.

Filing Exhibits & Attachments

3 documents