Tidewater (NYSE: TDW) investors approve stock plan share increase and all 2026 meeting proposals
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Tidewater Inc. reported results of its 2026 annual meeting of stockholders. Stockholders approved a First Amendment to the Amended and Restated 2021 Stock Incentive Plan, increasing the maximum number of shares available for issuance under the plan by 2,250,000 shares, effective June 16, 2026.
All seven director nominees were elected to one-year terms, and an advisory vote on executive compensation received stockholder approval. Stockholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Meeting quorum was achieved with 89.57% of eligible shares represented.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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
Plan share increase: 2,250,000 shares
Shares outstanding: 49,729,815 shares
Shares represented: 44,546,831 shares
+4 more
7 metrics
Plan share increase
2,250,000 shares
Additional shares available under 2021 Stock Incentive Plan
Shares outstanding
49,729,815 shares
Common stock outstanding and entitled to vote as of April 17, 2026
Shares represented
44,546,831 shares
Shares present in person or by proxy at the annual meeting
Meeting participation
89.57%
Percentage of shares entitled to vote that were represented
Say-on-pay support
40,548,175 For / 362,605 Against
Advisory vote on executive compensation
Auditor ratification votes
43,799,406 For / 730,093 Against
Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Director vote example
40,703,580 For
Votes For director nominee Melissa Cougle
Key Terms
Amended and Restated 2021 Stock Incentive Plan, broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, +1 more
5 terms
Amended and Restated 2021 Stock Incentive Plan financial
"approved the First Amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan"
broker non-votes financial
"Broker Non-Votes 3,602,661"
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 vote on executive compensation financial
"Proposal 2 was an advisory vote on the executive compensation of our named executive officers"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm financial
"to ratify the appointment of PricewaterhouseCoopers 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.
record date financial
"As of April 17, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
FAQ
What stock plan change did Tidewater (TDW) stockholders approve at the 2026 annual meeting?
Stockholders approved an amendment increasing available shares by 2,250,000 under Tidewater’s Amended and Restated 2021 Stock Incentive Plan. This expands the pool of common shares that may be issued for equity compensation, effective June 16, 2026, following prior approval by the Board of Directors.
Were all Tidewater (TDW) director nominees elected at the 2026 annual meeting?
Yes, all seven director nominees were elected to one-year terms on the Board of Directors. Each nominee, including Melissa Cougle, Quintin V. Kneen, and others, received more votes “For” than “Against,” with additional abstentions and broker non-votes reported.
What was the outcome of Tidewater’s (TDW) advisory vote on executive compensation?
Stockholders approved the advisory vote on executive compensation for named executive officers. The proposal received 40,548,175 votes “For,” 362,605 “Against,” 33,390 abstentions, and 3,602,661 broker non-votes, indicating support for the compensation program as disclosed in the proxy statement.
Which auditing firm did Tidewater (TDW) stockholders ratify for fiscal 2026?
Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026. The ratification received 43,799,406 votes “For,” 730,093 “Against,” and 17,332 abstentions, confirming continued engagement of the same audit firm.
What level of quorum did Tidewater (TDW) achieve at the 2026 annual meeting?
Tidewater achieved a quorum with 89.57% of entitled shares represented at the annual meeting. Specifically, 44,546,831 of 49,729,815 outstanding common shares were present in person or by proxy, allowing all four proposals on the ballot to be validly considered.