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Registrant’s Telephone Number, Including Area Code: (713) 470-5300

 

 

 

 

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 Instructions A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) On April 26, 2023, Larry T. Rigdon, Chairman of the Board of Directors (the “Board”) of Tidewater Inc. (the “Company”), notified the Company of his decision to retire from Board, and as such, not to stand for reelection at the Company’s 2023 Annual Meeting of Stockholders to be held on June 26, 2023 (“2023 Annual Meeting”). Mr. Rigdon will continue to serve as Chairman of the Board for the remainder of his term until the conclusion of the 2023 Annual Meeting. Effective upon Mr. Rigdon’s retirement and expiration of his term, the Board plans to appoint Dick Fagerstal, who currently serves as the Lead Independent Director and Chair of the Audit Committee of the Board, as Chairman of the Board. Mr. Rigdon’s decision to retire and not stand for re-election was not caused in whole or in party by a disagreement with the Company on any matter relating to the Company’s operations policies or practices.

 

Cautionary Note Regarding Forward-Looking Statements. This current report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which are based on the Company’s current expectations, beliefs, and plans. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. Words such as “will,” “may,” “expect,” “plan,” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, the Company’s does not undertake any obligation to update, modify, or withdraw any forward-looking statements due to new information, future events, or otherwise. Forward-looking statements are not guarantees of future actions or performance as they involve assumptions that may prove to be incorrect and risks and uncertainties, including those that are beyond the Company’s control. Factors that may cause actual results to differ materially from forward-looking statements can be found in the Company’s public disclosures and filings with the U.S. Securities and Exchange Commission (SEC), which may be accessed at the Company’s website at tdw.com or the SEC’s website at sec.gov.

 

Item 8.01. Financial Statements and Exhibits. 

 

A copy of the press release issued by the Company, dated April 27, 2023, announcing Mr. Rigdon’s retirement and describing the Board leadership transition discussed above is attached hereto as Exhibit 99.1 and incorporated by reference.

 

Item 9.01. Financial Statements and Exhibits. 

 

 

 

The following exhibit is furnished with this Form 8-K:

 

 

 

 

 

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 thereunto duly authorized.