Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 23, 2012, at the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors of Helix Energy Solutions Group, Inc. ("Helix") increased the number of directors constituting the entire Board of Directors from six to seven. At the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors then appointed Jan Rask as a director and appointed him to serve on the Compensation and Corporate Governance and Nominating committees of the Board. Mr. Rask will serve as a Class I director until the next meeting of shareholders at which directors are elected. Mr. Rask was not selected as a director pursuant to any arrangements or understandings between Mr. Rask, Helix or any other person. In addition, there are no material or related party transactions between Mr. Rask and Helix.

In connection with his appointment, Mr. Rask was awarded 3,539 shares of restricted stock which vest ratably over a five-year period on the anniversary of the date of grant. Mr. Rask will also receive retainer and other fees in accordance with Helix's director compensation program.

Item 7.01 Regulation FD Disclosure.

Additional information with regard to Mr. Rask is included in the press release attached hereto as exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number Description

99.1 Press Release of Helix Energy Solutions Group, Inc. dated August 23, 2012 announcing the appointment of Jan Rask as a director.