UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
Tidewater Inc. (the “Company”) announced today that David Darling, 70, Executive Vice President & Chief Operating Officer, will cease serving in his role as an executive officer of the Company effective June 30, 2025 (the “Effective Date”) as part of a long-term plan to facilitate the orderly succession of the Company’s executive team. Mr. Darling will continue to provide services to the Company over the next 18 months to support the transition of his responsibilities but will no longer be in an executive decision making or policy setting role.
In consideration for the transition services to be provided by Mr. Darling for a period of up to 18 months following the Effective Date, Mr. Darling will be entitled to a monthly cash payment equal to $5,000 during the transition period. Mr. Darling will also receive the severance benefits and payments that he is entitled to pursuant to the Severance and Change of Control Agreement between the Company and Mr. Darling, dated effective March 9, 2021, commencing as of the Effective Date.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On June 5, 2025, the Company held its 2025 annual meeting of stockholders (“Annual Meeting”) virtually via a live audio webcast.
(b) As of April 11, 2025, the record date for the Annual Meeting, the Company had 50,853,374 shares of common stock outstanding and entitled to vote. Of this number, 44,647,864 shares were represented in person or by proxy at the Annual Meeting, which represented 87.79% of the shares entitled to vote. The Company’s stockholders voted on the following three proposals at the Annual Meeting, detailed descriptions of which are contained in the 2025 Proxy Statement (“Proxy Statement”), casting their votes as described below.
Proposal 1: Election of Eight Directors
Each of the eight 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 | 38,486,209 | 66,867 | 29,522 | 6,064,021 | ||||
| Melissa Cougle | 38,437,831 | 116,096 | 28,671 | 6,064,021 | ||||
| Dick H. Fagerstal | 37,797,893 | 753,760 | 30,945 | 6,064,021 | ||||
| Quintin V. Kneen | 38,501,119 | 52,570 | 28,909 | 6,064,021 | ||||
| Louis A. Raspino | 38,329,940 | 223,127 | 29,531 | 6,064,021 | ||||
| Robert E. Robotti | 37,818,730 | 742,537 | 21,331 | 6,064,021 | ||||
| Kenneth H. Traub | 36,912,447 | 1,638,546 | 31,605 | 6,064,021 | ||||
| Lois K. Zabrocky | 38,385,215 | 168,124 | 29,259 | 6,064,021 |
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. This advisory vote was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 37,143,547 | 546,088 | 892,963 | 6,064,021 |
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, 2025. This proposal was approved.
| Votes For | Votes Against | Abstentions | ||
| 44,556,607 | 67,046 | 22,966 |
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 11, 2025 | By: | /s/ Daniel A. Hudson |
| Daniel A. Hudson | ||
| Executive Vice President, General Counsel and Corporate Secretary |