Form 8-K - Current report

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): May 15, 2024

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)


Minnesota	001-32936	95-3409686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3505 West Sam Houston Parkway North
Suite 400
Houston, Texas		77043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 281-618-0400

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, no par value	HLX	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 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.

(e) As described below under Item 5.07, on May 15, 2024, shareholders of Helix Energy Solutions Group, Inc. (the “Company”) approved amendments to the Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (the “LTIP”), as amended and restated. The summary of material terms of the LTIP is set forth in the Company’s proxy statement dated April 3, 2024 (the “2024 Proxy Statement”) under the caption “Proposal 4. Approval of Amendment and Restatement of Our 2005 Long Term Incentive Plan” and is incorporated herein by reference. This summary is qualified in its entirety by reference to the text of the LTIP that was filed as Annex A to the Proxy Statement.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 15, 2024. Four proposals, as described in the 2024 Proxy Statement, were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results:

●

Election of Director Nominees.


Director	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
Amerino Gatti	119,997,649	6,467,494	¾	9,650,691
Diana Glassman	123,695,634	2,769,509	¾	9,650,691
Owen Kratz	125,140,500	1,324,643	¾	9,650,691

Each of the directors received the affirmative vote of a plurality of the shares cast and were elected as Class II directors to the Company’s Board of Directors to serve a three-year term expiring at the annual meeting of shareholders in 2027 or, if at a later date, until their respective successor is elected and qualified.

●

Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2024.


Votes For	Votes Against	Abstentions	Broker Non-Votes
134,659,147	1,383,208	73,479	¾

This proposal received a majority of the votes cast; accordingly, our shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2024.

●

Advisory vote on the approval of the 2023 compensation of our named executive officers.


Votes For	Votes Against	Abstentions	Broker Non-Votes
120,093,619	5,856,571	514,953	9,650,691

This proposal received a majority of the votes cast; accordingly, our shareholders approved, on a non-binding advisory basis, the 2023 compensation of our named executive officers.

●

Approval of our 2005 Long Term Incentive Plan, as Amended and Restated.


Votes For	Votes Against	Abstentions	Broker Non-Votes
119,767,007	6,609,805	88,331	9,650,691

This proposal received a majority of the votes cast; accordingly, our shareholders approved the 2005 Long Term Incentive Plan, as Amended and Restated.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
10.1		Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (as Amended and Restated Effective May 15, 2024) incorporated herein by this reference to Annex A to the Company’s Definitive Proxy Statement filed with the Commission on April 3, 2024.
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.


Date: May 15, 2024
	HELIX ENERGY SOLUTIONS GROUP, INC.

	By:	/s/ Kenneth E. Neikirk
		Kenneth E. Neikirk
		Executive Vice President, General Counsel and Corporate Secretary

Document and Entity Information	May 15, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 15, 2024
Entity File Number	001-32936
Entity Registrant Name	HELIX ENERGY SOLUTIONS GROUP, INC.
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	95-3409686
Entity Address, Address Line One	3505 West Sam Houston Parkway North
Entity Address, Adress Line Two	Suite 400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77043
City Area Code	281
Local Phone Number	618-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	HLX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000866829
Amendment Flag	false