DEF 14A 1 ny20003199x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to §240.14a-12

Tidewater Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TIDEWATER INC.

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

May 2, 2022

To our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Tidewater Inc., which will be held on June 14, 2022 at 10:00 a.m., Central Time. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TDW22. There will be no physical in-person meeting; however, we hope you will join us virtually. Please see the enclosed Notice of Annual Meeting for details.

The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be conducted at the meeting. Our directors and officers will be present at the meeting to respond to your questions.

You are requested to vote by proxy as promptly as possible. You may vote by telephone or online, or, if you have received a paper copy of our proxy materials, you may vote by signing, dating, and returning the enclosed proxy card in the envelope provided. If you attend the virtual meeting, which we hope that you will, you may vote at the virtual meeting even if you previously voted by proxy.

			Sincerely,


			LARRY T. RIGDON Chairman of the Board

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TIDEWATER INC.

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2022 Annual Meeting of Stockholders of Tidewater Inc. (the “company” or “Tidewater”) will be held on June 14, 2022 at 10:00 a.m., Central Time. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/TDW22. You will be able to join the meeting 15 minutes before the start time, and we encourage you to do so to ensure you can connect. A list of stockholders entitled to vote will be available at the meeting website during the meeting. The Annual Meeting will be held for the following purposes:

•	to elect nine directors, each for a one-year term;

•	to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote);

•	to ratify the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

•	to transact such other business as may properly come before the meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 18, 2022 are entitled to notice of, and to vote at, the 2022 Annual Meeting. Our Board of Directors unanimously recommends that you vote FOR each of the nine director nominees, FOR approval of our executive compensation, and FOR ratification of our selection of PricewaterhouseCoopers LLP as our auditors.

Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. If you are unable to attend the meeting and wish to have your shares voted, you may vote by telephone or online, or, if you have received a paper copy of our proxy materials, by completing, dating, and signing the enclosed proxy card and returning it in the accompanying envelope as promptly as possible. You may revoke your proxy by giving a revocation notice to our Secretary at any time before the 2022 Annual Meeting, by timely delivering a proxy bearing a later date, or by voting at the meeting.

			By Order of the Board of Directors


			DANIEL A. HUDSON Executive Vice President, General Counsel and Corporate Secretary

Houston, Texas

May 2, 2022

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

OUR PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS ON JUNE 14, 2022.

This proxy statement and our 2021 Annual Report on Form 10-K are available at

www.proxyvote.com

TABLE OF CONTENTS

PROXY SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			11
SECURITY OWNERSHIP OF MANAGEMENT			12
PROPOSAL 1: ELECTION OF DIRECTORS			13
INFORMATION REGARDING EXECUTIVE OFFICERS			24
CORPORATE GOVERNANCE			25
BOARD OF DIRECTORS			28
COMPOSITION AND ROLE OF BOARD COMMITTEES			29
DIRECTOR COMPENSATION			32
2021 DIRECTOR COMPENSATION TABLE			32
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)			34
COMPENSATION DISCUSSION AND ANALYSIS			35
COMPENSATION COMMITTEE REPORT			46
FISCAL 2021 SUMMARY COMPENSATION TABLE			47
FISCAL 2021 GRANTS OF PLAN-BASED AWARDS			48
OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR END			49
OPTION EXERCISES AND STOCK AWARDS VESTED IN FISCAL YEAR 2021			49
FISCAL 2021 PENSION BENEFITS			50
FISCAL 2021 NON-QUALIFIED DEFERRED COMPENSATION			50
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			50
EQUITY COMPENSATION PLAN INFORMATION			53
PAY RATIO DISCLOSURE			53
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55
AUDIT COMMITTEE REPORT			56
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