Tidewater Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| 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. |
| (d) | 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 | ||