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TDW > SEC Filings for TDW > Form 8-K on 4-Aug-2014All Recent SEC Filings

Show all filings for TIDEWATER INC

Form 8-K for TIDEWATER INC


4-Aug-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


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

(e) The 2014 Stock Incentive Plan. At the annual stockholders' meeting on July 31, 2014, the stockholders of Tidewater Inc. (the "Company") approved the Tidewater Inc. 2014 Stock Incentive Plan (the "Plan").

The compensation committee of the board of directors of the Company will generally administer the Plan and has the authority to grant awards under the Plan, including setting the terms of the awards. Incentives under the Plan may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, cash-based performance awards and other stock-based awards.

A total of 1,300,000 shares of the Company's common stock are authorized to be issued under the Plan. Officers, directors, and key employees of the Company and the Company's consultants and advisors will be eligible to receive incentives under the Plan when designated by the compensation committee as Plan participants.

This brief summary of Plan terms is qualified in its entirety by the terms of the Plan, a copy of which is filed as an exhibit to this report on Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2014 annual meeting of stockholders (the "Annual Meeting") on July 31, 2014 in New Orleans, Louisiana. As of June 13, 2014, the record date for the meeting, the Company had 49,718,678 shares of common stock outstanding. Of that number, 46,260,177 full shares were represented in person or by proxy at the Annual Meeting. The Company's stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.

Proposal 1: Election of Eleven Directors

Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Company's Board of Directors.

                                                                        Broker
        Director Nominee         Votes For        Votes Withheld       Non-Votes
        M. Jay Allison            42,156,834            1,247,918       2,855,425
        James C. Day              42,287,401            1,117,351       2,855,425
        Richard T. du Moulin      41,917,043            1,487,709       2,855,425
        Morris E. Foster          41,853,041            1,551,511       2,855,425
        J. Wayne Leonard          42,231,445            1,173,307       2,855,425
        Richard A. Pattarozzi     41,894,488            1,510,264       2,855,425
        Jeffrey M. Platt          42,298,652            1,106,100       2,855,425


--------------------------------------------------------------------------------
            Robert L. Potter       42,272,922       1,131,830       2,855,425
            Nicholas J. Sutton     41,819,115       1,585,637       2,855,425
            Cindy B. Taylor        41,531,419       1,873,333       2,855,425
            Jack E. Thompson       42,291,520       1,113,232       2,855,425

Proposal 2: Advisory Say-on-Pay Vote

Proposal 2 was an advisory vote on executive compensation as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.

Votes For Votes Against Abstentions Broker Non-Votes 40,134,595 3,129,770 140,379 2,855,425

Proposal 3: Approval of the Tidewater Inc. 2014 Stock Incentive Plan

Proposal 3 was a proposal to approve the Tidewater Inc. 2014 Stock Incentive Plan. This proposal was approved.

Votes For Votes Against Abstentions Broker Non-Votes 40,128,651 3,150,580 125,521 2,855,425

Proposal 4: Ratification of the Appointment of Auditors

Proposal 4 was a proposal to ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2015. This proposal was approved.

Votes For Votes Against Abstentions 45,625,148 515,902 119,127



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

                Exhibit
                Number    Description

                99.1      Tidewater Inc. 2014 Stock Incentive Plan


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