SEACOR Marine (NYSE: SMHI) investors approve board, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SEACOR Marine Holdings Inc. reported the results of its 2026 annual meeting of stockholders held on June 2, 2026. Stockholders elected all six director nominees, including Andrew R. Morse and John Gellert, with each receiving over 13.2 million votes in favor and substantial broker non-votes recorded.

Stockholders also approved, on an advisory basis, the Company’s named executive officer compensation, with 13,314,887.69 votes for and 339,632.85 against, plus 28,216.82 abstentions and 7,672,693.23 broker non-votes. In addition, they ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 21,260,381.59 votes for, 94,949.00 against and 100.00 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for John Gellert as director: 13,656,993.37 votes for Broker non-votes on director elections: 7,672,693.23 broker non-votes Say-on-pay votes for: 13,314,887.69 votes for +3 more

6 metrics

Votes for John Gellert as director 13,656,993.37 votes for 2026 annual meeting director election

Broker non-votes on director elections 7,672,693.23 broker non-votes Each director nominee at 2026 annual meeting

Say-on-pay votes for 13,314,887.69 votes for Advisory vote on named executive officer compensation

Say-on-pay votes against 339,632.85 votes against Advisory vote on named executive officer compensation

Auditor ratification votes for 21,260,381.59 votes for Ratification of Grant Thornton LLP for fiscal year 2026

Auditor ratification votes against 94,949.00 votes against Ratification of Grant Thornton LLP for fiscal year 2026

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, emerging growth company

4 terms

broker non-votes financial

"The number of abstentions and broker non-votes with respect to each proposal"

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.

advisory basis regulatory

"approve, on an advisory basis, the Company’s named executive officer compensation"

independent registered public accounting firm regulatory

"ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/04/2026 - 04:33 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

     SEACOR Marine Holdings Inc.

    

     (Exact Name of Registrant as Specified in Its Charter)

    

     Delaware

     001-37966

     47-2564547

     (State or Other Jurisdiction
of Incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    


12121 Wickchester Lane, Suite 500, Houston, TX	77079
(Address of Principal Executive Offices)	(Zip Code)


Registrant's telephone number, including area code	(346) 980-1700

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 (see General Instruction A.2. below):


	☐	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, par value $0.01 per share

     SMHI

     New York Stock Exchange (“NYSE”)

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.

At the 2026 Annual Meeting of Stockholders of SEACOR Marine Holdings Inc. (the “Company”), held on June 2, 2026, the Company’s stockholders voted on proposals to: (i) elect directors to the board of directors of the Company (the “Board”), (ii) approve, on an advisory basis, the Company’s named executive officer compensation, and (iii) ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The Company’s stockholders also (i) approved, on an advisory basis, the Company’s named executive officer compensation, and (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

Proposal No. 1 – Election of Directors


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Andrew R. Morse	13,249,782.37	432,955.00	7,672,693.23
John Gellert	13,656,993.37	25,744.00	7,672,693.23
Alfredo Miguel Bejos	13,241,975.37	440,762.00	7,672,693.23
Julie Persily	13,232,446.37	450,291.00	7,672,693.23
R. Christopher Regan	13,216,691.37	466,046.00	7,672,693.23
Lisa P. Young	13,235,161.37	447,576.00	7,672,693.23

Proposal No. 2 – Advisory Vote to Approve the Company’s Named Executive Officer Compensation


Votes For	Votes Against	Abstain	Broker Non-Votes
13,314,887.69	339,632.85	28,216.82	7,672,693.23

Proposal No. 3 – Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026


Votes For	Votes Against	Abstain	Broker Non-Votes
21,260,381.59	94,949.00	100.00	0.00

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.


	SEACOR Marine Holdings Inc.

June 4, 2026	By:	/s/ Andrew H. Everett II

		Name: Andrew H. Everett II
		Title: Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did SEACOR Marine (SMHI) stockholders decide at the 2026 annual meeting?

Stockholders elected all director nominees, approved executive compensation on an advisory basis, and ratified Grant Thornton LLP as auditor for 2026. Each proposal received strong support, with directors and say-on-pay drawing over 13.2 million votes for and auditor ratification over 21.2 million.

How did SEACOR Marine (SMHI) shareholders vote on director elections in 2026?

Shareholders elected all six director nominees, including Andrew R. Morse and John Gellert, with more than 13.2 million votes for each candidate. Votes withheld ranged from about 25,744.00 to 466,046.00, and broker non-votes totaled 7,672,693.23 for each director.

Was SEACOR Marine (SMHI) executive compensation approved by stockholders?

Yes. Stockholders approved SEACOR Marine’s named executive officer compensation on an advisory basis with 13,314,887.69 votes for, 339,632.85 against, and 28,216.82 abstentions. There were also 7,672,693.23 broker non-votes recorded on this say-on-pay proposal at the 2026 annual meeting.

Did SEACOR Marine (SMHI) stockholders ratify Grant Thornton LLP as auditor for 2026?

Yes. Stockholders ratified Grant Thornton LLP as SEACOR Marine’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 21,260,381.59 votes for, 94,949.00 against, and 100.00 abstentions, and no broker non-votes reported on this proposal.

What are broker non-votes in SEACOR Marine’s 2026 shareholder results?

Broker non-votes are shares held in street name not voted on certain proposals, often director elections or say-on-pay. For SEACOR Marine’s 2026 meeting, broker non-votes totaled 7,672,693.23 for each director proposal and for the advisory executive compensation proposal.

Filing Exhibits & Attachments

1 document