Tidewater Inc. Seeks Shareholder Vote, Promotes E-Delivery

Ticker: TDGMW · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 98222

Tidewater Inc DEF 14A Filing Summary
FieldDetail
CompanyTidewater Inc (TDGMW)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$594.2 million, $111.3 million, $35 Million, $35 million, $48.6 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, esg

TL;DR

Tidewater proxy filing out - vote online & go green!

AI Summary

Tidewater Inc. is holding its annual shareholder meeting, as indicated by this DEF 14A filing. The company is encouraging shareholders to enroll in e-delivery of proxy materials through www.proxyvote.com, aiming to reduce environmental impact. This initiative is projected to save significant resources, including 152 trees, 136,000 gallons of water, and reduce CO2 emissions by approximately 114,000 pounds.

Why It Matters

This filing outlines the company's governance and shareholder voting procedures, impacting how decisions are made and how the company operates.

Risk Assessment

Risk Level: low — This is a standard proxy statement for an annual meeting, not indicating any immediate financial or operational risks.

Key Numbers

  • 152 — trees saved (Environmental impact of e-delivery)
  • 136,000 — gallons of water saved (Environmental impact of e-delivery)
  • 114,000 — pounds of CO2 emissions reduced (Environmental impact of e-delivery)

Key Players & Entities

  • TIDEWATER INC. (company) — Registrant
  • www.proxyvote.com (company) — Shareholder e-delivery portal

FAQ

What is the purpose of this DEF 14A filing?

This DEF 14A filing is a proxy statement filed by Tidewater Inc. for its annual shareholder meeting, outlining information for shareholders to consider when voting.

How can shareholders enroll in e-delivery of proxy materials?

Shareholders can enroll in e-delivery by visiting www.proxyvote.com.

What are the environmental benefits of e-delivery for Tidewater Inc. shareholders?

E-delivery is projected to save 152 trees, reduce water consumption by 136,000 gallons, and eliminate approximately 114,000 pounds of CO2 emissions.

When was Tidewater's inception?

Tidewater's inception was in 1956.

What is the total number of proxy materials that could be eliminated by e-delivery?

Approximately 13,758 sets of proxy materials can be eliminated.

Filing Stats: 4,309 words · 17 min read · ~14 pages · Grade level 14.2 · Accepted 2024-04-26 17:08:30

Key Financial Figures

  • $594.2 million — ffshore ASA (Solstad) for approximately $594.2 million. We successfully completed the integrat
  • $111.3 million — and financial improvements resulted in $111.3 million of free cash flow from operations and n
  • $35 Million — and non-core vessel sales. Completed $35 Million of Share Repurchases. During the 4 th q
  • $35 million — chased 590,499 shares for approximately $35 million. In March 2024, the Board authorized a
  • $48.6 million — March 2024, the Board authorized a new $48.6 million share repurchase program, the maximum p

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 67

Security Ownership of Management

Security Ownership of Management 68 Stockholder Proposals 69 Certain Relationships And Related-Party Transactions 70 Delinquent Section 16(A) Reports 71 Questions And Answers About The Annual Meeting And Voting 72 Other Matters 79 Appendix A-1 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights selected information contained elsewhere in this proxy statement but does not contain all of the information that you should consider before voting your shares. We recommend that you read the entire proxy statement carefully before voting. For complete information regarding the 2024 Annual Meeting of Shareholders, including the proposals to be voted on, and our performance during the 2023 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2023. These materials are being made available to shareholders on or about April 26, 2024. 2024 Annual Meeting of Shareholders When Thursday, June 6, 2024 8:00 a.m., Central Time Place Online at www.virtualshareholdermeeting.com/TDW2024 Record Date April 19, 2024 Voting Only shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals. Agenda Items and Voting Recommendations Proposal Description Board Vote Recommendation Page Election of Directors FOR each nominee 7 Advisory Vote on Named Executive Officer Compensation FOR 34 Advisory Vote on Frequency of Future Votes to Approve Named Executive Officer Compensation FOR 1 Year 63 Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm FOR 64 1 TABLE OF CONTENTS Director Nominee Highlights Name and Principal Occupation Age Director Since Board Committees AC C&HC N&GC S&SC Darron M. Anderson President and Chief Executive Officer of Stallion Oilfi

Executive Compensation Program Summary

Executive Compensation Program Summary Our Compensation & Human Capital (C&HC) Committee strives to maintain a compensation program that will attract, retain and motivate outstanding executives by providing incentives to reward them for superior performance that supports Tidewater's long-term strategic objectives, across the commodity price cycle, and is competitive with industry practices. The primary elements of executive compensation are "direct compensation" and consist of base salary, an annual cash incentive award and long-term incentive awards. Direct compensation is heavily weighted toward long-term incentive awards. In 2023, Mr. Kneen's target compensation consisted of: base salary (15%), annual cash incentive award (16%), long-term incentive awards conditioned on Tidewater's three-year relative TSR (34.5%), and time vesting RSU awards (34.5%). Allocation of Direct Compensation Elements in 2023 A substantial portion of named executive officer (NEO) compensation is dependent on performance. Approximately 85% of Mr. Kneen's (and an average of 78% of the other NEOs') target direct compensation opportunity is performance based and variable, or at risk. The ultimate value of at-risk compensation is dependent on company performance outcomes and Tidewater's stock price performance. CEO Target Direct Compensation Mix (1) (1) Target direct compensation is composed of base salary, target annual cash incentive award opportunity, and the target value of long-term incentive awards. 5 TABLE OF CONTENTS Highlights of Executive Compensation Program Policies and Practices The 2023 executive compensation program for the NEOs includes many best practice features intended to enhance the alignment of compensation with the interests of Tidewater's shareholders. What We Do Pay for Performance. A substantial portion of NEO compensation is performance- based. The C&HC Committee annually reviews the metrics underlying the long-term equity incentive award pr

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