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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): June 16,
2026
Tidewater Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
1-6311 |
72-0487776 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
842
West Sam Houston Parkway North, Suite
400
Houston,
Texas |
|
77024 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (713) 470-5300
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, $0.001 par value per share |
|
TDW |
|
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) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On June 16, 2026, Tidewater Inc. (the
“Company”) held its 2026 annual meeting of stockholders (“Annual Meeting”). At the
Annual Meeting, the Company’s stockholders approved the First Amendment (the “First Amendment”) to the
Company’s Amended and Restated 2021 Stock Incentive Plan (the “Plan”) to increase the maximum number of
shares available for issuance thereunder by 2,250,000. The Company’s Board of Directors (the “Board”)
had previously approved the First Amendment, subject to stockholder approval. The First Amendment became effective on June 16, 2026.
The principal terms of the First Amendment
and the Plan are described in the Company’s proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange
Commission on April 28, 2026, which descriptions of the First Amendment and the Plan are incorporated herein by reference and are qualified
in their entirety by reference to the full text of the First Amendment and the Plan, as applicable. Copies of the First Amendment and
the Plan are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item
5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a)
On June 16, 2026, the Company held the Annual Meeting virtually via a live audio webcast.
(b)
As of April 17, 2026, the record date for the Annual Meeting, the Company had 49,729,815 shares of common stock outstanding and
entitled to vote. Of this number, 44,546,831 shares were represented in person or by proxy at the meeting, which represented 89.57% of
the shares entitled to vote. The Company’s stockholders voted on the following four proposals at the Annual Meeting, detailed descriptions
of which are contained in the proxy statement for the Annual Meeting, casting their votes as described below.
Proposal 1: Election of Seven Directors
Each of the seven individuals listed below was elected at
the Annual Meeting to serve a one-year term on the Company’s Board of Directors.
| Director Nominee | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| Melissa Cougle | |
| 40,703,580 | | |
| 80,892 | | |
| 159,698 | | |
| 3,602,661 | |
| Dick H. Fagerstal | |
| 39,533,810 | | |
| 1,388,557 | | |
| 21,803 | | |
| 3,602,661 | |
| Quintin V. Kneen | |
| 40,741,589 | | |
| 184,358 | | |
| 18,223 | | |
| 3,602,661 | |
| Louis A. Raspino | |
| 40,600,223 | | |
| 184,248 | | |
| 159,699 | | |
| 3,602,661 | |
| Robert E. Robotti | |
| 39,967,442 | | |
| 959,888 | | |
| 16,840 | | |
| 3,602,661 | |
| Kenneth H. Traub | |
| 38,776,714 | | |
| 2,145,629 | | |
| 21,827 | | |
| 3,602,661 | |
| Lois K. Zabrocky | |
| 40,707,753 | | |
| 76,858 | | |
| 159,559 | | |
| 3,602,661 | |
Proposal 2: Advisory Vote on Executive Compensation
Proposal 2 was an advisory vote on
the executive compensation of our named executive officers as disclosed in the proxy statement for the Annual Meeting. This advisory vote
was approved.
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 40,548,175 | | |
| 362,605 | | |
| 33,390 | | |
| 3,602,661 | |
Proposal 3: Approval of the First Amendment to the Company’s
Amended and Restated 2021 Stock Incentive Plan
Proposal 3 was a proposal to approve
the First Amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan to increase the maximum number of shares available
for issuance thereunder by 2,250,000. This proposal was approved.
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 38,986,062 | | |
| 1,935,390 | | |
| 22,718 | | |
| 3,602,661 | |
Proposal 4: Ratification of Selection of Independent Registered
Public Accounting Firm
Proposal 4 was a proposal to ratify
the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2026. This proposal was approved.
| Votes For | | |
Votes Against | | |
Abstentions |
| |
|
|
|
| 43,799,406 | | |
| 730,093 | | |
| 17,332 |
| |
|
|
|
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1 |
|
First Amendment to the Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan |
| 10.2 |
|
Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2021, File No. 1-6311) |
| 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.
| |
TIDEWATER INC. |
| |
|
| Date: June 18, 2026 |
By: |
/s/ Daniel A. Hudson |
| |
|
Daniel A. Hudson |
| |
|
Executive Vice President, Chief Legal Officer and Corporate
Secretary |