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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 14, 2022
 
TIDEWATER INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
1-6311
 
72-0487776
(State or other jurisdiction of
 
(Commission file number)
 
(I.R.S. Employer
incorporation or organization)
     
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:
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
Series A Warrants to purchase shares of common stock
 
TDW.WS.A
 
New York Stock Exchange
Series B Warrants to purchase shares of common stock
 
TDW.WS.B
 
New York Stock Exchange
Warrants to purchase shares of common stock
 
TDW.WS
 
NYSE American
 
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.
 
Tidewater Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) of the Company on June 14, 2022 virtually via a live audio webcast. As of April 18, 2022, the record date for the Annual Meeting, the Company had 41,726,759 shares of common stock outstanding. Of that number, 33,326,043 shares were represented in person or by proxy at the Annual Meeting. The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.
 
Proposal 1: Election of Nine Directors
 
Each of the nine 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
Darron M. Anderson
27,768,478
200,762
2,757
5,354,046
Melissa Cougle
27,793,115
176,529
2,353
5,354,046
Dick H. Fagerstal
27,629,904
337,245
4,848
5,354,046
Quintin V. Kneen
27,837,637
131,406
2,954
5,354,046
Louis A. Raspino
27,755,345
213,693
2,959
5,354,046
Larry T. Rigdon
27,785,342
183,718
2,937
5,354,046
Robert E. Robotti
27,139,664
830,067
2,266
5,354,046
Kenneth H. Traub
27,642,170
302,156
27,671
5,354,046
Lois K. Zabrocky
27,677,558
292,067
2,372
5,354,046
 
Proposal 2: Advisory Vote on Executive Compensation
 
Proposal 2 was an advisory vote on executive compensation as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
27,823,289
 
128,903
 
19,805
 
5,354,046
 
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
 
Proposal 3 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, 2022. This proposal was approved.
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
32,961,996
 
359,205
 
4,842
 
N/A
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
Date: June 24, 2022
 
 
TIDEWATER INC.
 
By:
/s/ Daniel A. Hudson
   
Daniel A. Hudson
   
Executive Vice President, General Counsel and Corporate Secretary