(d) On May 17, 2012 the Company announced that the Board has increased the size of the Board to six members and that John B. Reed, Jr., formerly a director and President and Chief Executive Officer of Global Industries, Ltd., has been added to the Board, effective May 15, 2012. The Board determined not to appoint Mr. Reed to serve on any Board committees at this time. Mr. Reed has been added to the class of directors with a term expiring in 2013.

Mr. Reed, age 56, served as Chief Executive Officer and a Director of Global Industries, Ltd. (or "Global") from March 2010 until December 2011, when Global was acquired by Technip S.A. He has more than thirty years' experience in the offshore construction industry. Mr. Reed served as Chief Executive Officer of Heerema Marine Contractors from 2006 to 2009, after holding a number of other senior roles with the Heerema Group including Chief Executive Officer of INTEC Engineering, Inc. He previously held a number of other management roles at Heerema in project management, business development and engineering capacities. He holds a Bachelors degree in Engineering from the University of Mississippi and an MBA from Delta State University. Mr. Reed previously served as a member of the Board of Directors of the National Ocean Industries Association, is a past President of the International Pipeline and Marine Contractors Association and past Chairman of the International Marine Contractors Association, America's Deepwater Division.

In accordance with our outside director compensation program, Mr. Reed is entitled to receive an annual retainer for Board service of $45,000, and board and committee meeting attendance fees of $2,000 per meeting. Upon his appointment, Mr. Reed received a grant of 34,602 shares of restricted stock, which will vest one-third each year over three years. Mr. Reed is also a party to the Company's Indemnity Agreement in the same form as the Company has entered into with all of its directors and executive officers.

A copy of the Company's press release announcing the appointment of Mr. Reed is attached hereto as Exhibit 99.1

At the Annual Meeting of Stockholders held on May 15, 2012, the following proposals were adopted by the margins indicated:

1. To elect two Class III directors, each to serve until the annual meeting of stockholders of the Company to be held in 2015 and until his succession is duly elected and has qualified:

                                              WITHHOLD      BROKER
                                    FOR       AUTHORITY    NON-VOTE

                Quinn J. Hébert  68,477,358    753,130    14,207,920

In addition to Messrs. Hébert and Dittmann, the following directors continue to serve on our board following the Annual Meeting: David E. Preng, William L. Transier, John T. Mills and John B. Reed, Jr.

2. To approve, on an advisory basis, the compensation of our Named Executive Officers:

                                                         BROKER
                       FOR        AGAINST    ABSTAIN    NON-VOTE
                    64,555,011   4,201,237   474,240   14,207,920

3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012:

(d) Exhibits.

99.1 Press release issued by Cal Dive International, Inc. on May 17, 2012