SEACOR Marine Holdings Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>SEACOR Marine Holdings Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

SEACOR Marine Holdings Inc. (SMHI) filed a Proxy Statement (DEF 14A) with the SEC on April 18, 2024. Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period: Fiscal year ending December 31, 2023. Filing Date: April 18, 2024. Incorporation State: Delaware. Industry: Deep Sea Foreign Transportation of Freight.

Why It Matters

For investors and stakeholders tracking SEACOR Marine Holdings Inc., this filing contains several important signals. This filing provides detailed information regarding executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential changes. The DEF 14A filing is a standard requirement for public companies and serves as a key document for shareholders to make informed voting decisions at the upcoming annual meeting.

Risk Assessment

Risk Level: low — SEACOR Marine Holdings Inc. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate governance and future strategy.

Key Numbers

• 2024-04-18 — Filing Date (Date of filing DEF 14A)
• 2023-12-31 — Fiscal Year End (Reporting period for the proxy statement)
• 2024-06-04 — Conformed Period of Report (Period the proxy statement pertains to)

Key Players & Entities

• SEACOR Marine Holdings Inc. (company) — Filer
• DE (other) — State of Incorporation
• 1934 Act (other) — SEC Act

FAQ

Industry Context

SEACOR Marine Holdings Inc. operates in the Deep Sea Foreign Transportation of Freight industry.

Regulatory Implications

The filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934.

What Investors Should Do

1. Analyze executive compensation packages and any changes proposed.
2. Review director nominations and qualifications.
3. Understand any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for the reporting period and does not represent a change from previous filings of the same type.

Key Financial Figures

• $0.01 — nly record holders of our common stock, $0.01 par value per share ("Common Stock"), a
• $8,500 — . The fees of D.F. King & Co., Inc. are $8,500 plus reimbursement of its reasonable ou
• $90.0 million — ompany issued the Carlyle Investors (i) $90.0 million in aggregate principal amount of the Co
• $35.0 million — 2026 (the "Guaranteed Notes"), and (ii) $35.0 million aggregate principal amount of the Compa
• $125.0 million — Convertible Notes") in exchange for all $125.0 million in aggregate principal amount of the Co

Filing Documents

• d653538ddef14a.htm (DEF 14A) — 729KB
• g653538dsp053.jpg (GRAPHIC) — 146KB
• g653538dsp054.jpg (GRAPHIC) — 82KB
• g653538g20y80.jpg (GRAPHIC) — 28KB
• g653538g40r90.jpg (GRAPHIC) — 76KB
• g653538g56k87.jpg (GRAPHIC) — 18KB
• g653538g58s10.jpg (GRAPHIC) — 46KB
• g653538g75o47.jpg (GRAPHIC) — 107KB
• 0001193125-24-100813.txt (&nbsp;) — 2608KB
• shmi-20231231.xsd (EX-101.SCH) — 5KB
• shmi-20231231_def.xml (EX-101.DEF) — 4KB
• shmi-20231231_lab.xml (EX-101.LAB) — 6KB
• shmi-20231231_pre.xml (EX-101.PRE) — 4KB
• d653538ddef14a_htm.xml (XML) — 175KB

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 18

Security Ownership of Management and Directors

Security Ownership of Management and Directors 19 Delinquent Section 16(a) Reports 20 Compensation of Directors 22 Non-Employee Director Compensation Table 23 Compensation Discussion and Analysis 25 Consideration of "Say on Pay" Vote Results 25 Summary of 2023 Compensation Elements 25

Executive Compensation Philosophy and Objectives

Executive Compensation Philosophy and Objectives 26 Oversight of Compensation Program 26 Market Information 26 Role of Independent Compensation Consultant 27 Role of Executive Officers in Compensation Decisions 27 Role of Compensation Committee 27 Elements of 2023 Compensation 28 Annual Base Salary 28 Annual Bonus 28 Long-term Incentives 28 Stock Ownership Guidelines 30 Table of Contents Clawback Policy 30 Policy Against Pledging and Hedging Company Securities 30 Retirement Plans 31 Compensation Risk Assessment 31 Equity Grant Practices 31 Employment Agreements; Change in Control Provisions 31 Tax Considerations 32 Compensation Tables 33 Summary Compensation Table 33 Grants of Plan-Based Awards Table 34 Outstanding Equity Awards at Fiscal Year-End (2023) 35 Option Exercises and Stock Vested 38 Employment Contracts/Termination of Employment/Change in Control 39 Potential Payments Upon Death, Disability, Qualified Retirement, Termination Without Cause or in Connection with a Change in Control 40 Compensation Committee Report 41 Equity Compensation Plan Information 42 Pay Versus Performance 43 Analysis of the Information Presented in the Pay versus Performance Table 45 Related Party Transactions 47 Related Party Transactions Policy 47 Transactions with Carlyle 48 Transactions with CME 48 PROPOSAL NO. 2 Advisory Vote to Approve Named Executive Officer Compensation ("Say on Pay") 50 PROPOSAL NO. 3 Ratification of Appointment of Independent Registered Public Accounting Firm 51 Independent Registered Public Accounting Firm Fee Information 51 Audit Committee Report 52 Other Matters 53 Other Actions at the Annual Meeting 53 Stockholder Nomination of Directors 53 Stockholder Proposals for the 2025 Annual Meeting 55 Important Information 56 Voting Information 56 Your Participation in Voting the Shares You

View Full Filing

View this DEF 14A filing on SEC EDGAR