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

On December 11, 2012, William L. Transier tendered his resignation as a director of Cal Dive International, Inc. (the "Company"), effective immediately. Mr. Transier is the Chairman, Chief Executive Officer and President of Endeavour International Corporation, and he also serves on the board, as chairman of the audit committee and as a member of the compensation committee of Helix Energy Solutions Group, Inc. ("Helix"), the Company's former parent company.

Mr. Transier and Owen E. Kratz, Helix's Chief Executive Officer, President, and Chairman, each joined the Company's board of directors ("Board") in February 2006 when Helix was the Company's sole stockholder. Helix owned a majority of the Company's outstanding common stock until 2009 when it reduced its ownership to 500,000 shares, representing less than 1% of our outstanding shares. Helix sold its remaining shares of our common stock in 2011 and Mr. Kratz resigned from the Board that same year. However, Mr. Transier continued to serve on the Board in order to avoid any potential disruption that might have resulted from the simultaneous departure of two directors from a relatively small board.

Mr. John B. Reed, Jr. joined our Board in May 2012 and following Mr. Transier's resignation, the Company has five directors, four of whom are independent as required by the rules of the New York Stock Exchange. Mr. Transier had served as the Board's lead independent director and as a member of all Board committees. Following Mr. Transier's resignation, the Board has appointed John B. Reed, Jr. to serve as its lead independent director, and as a member of the Compensation Committee, the Audit Committee and the Corporate Governance and Nominating Committee.

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