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

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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
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			57
STOCKHOLDER PROPOSALS			58
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			58
DELINQUENT SECTION 16(A) REPORTS			58
OTHER MATTERS			59

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TIDEWATER INC.

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

PROXY STATEMENT

PROXY 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 2022 Annual Meeting of Stockholders, the proposals to be voted on at the Annual Meeting, and our company’s performance during the 2021 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2021. These materials are being made available to stockholders on or about May 2, 2022.

2022 Annual Meeting of Stockholders

Time and Date: 10:00 a.m., Central Time, Tuesday, June 14, 2022

Place: Online at www.virtualshareholdermeeting.com/TDW22

Record Date: April 18, 2022

Voting: Only stockholders 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.

2021 and Recent Company Performance Highlights (page 35)

•

Announced Acquisition of Swire Pacific Offshore, Creating World’s Largest OSV Provider. During the first quarter of 2022, we announced the acquisition of Swire Pacific Offshore (“SPO”), comprised of 50 Offshore Support Vessels (“OSVs”) including 29 Anchor Handling Tug Supply Vessels (“AHTS”) and 21 Platform Supply Vessels (“PSV”) for approximately $190 million. Total consideration includes 8.1 million Jones Act warrants and $42 million of cash. Our combination with the SPO organizations will create the world’s largest fleet OSV provider by vessel count. The acquired fleet is primarily split among West Africa, Southeast Asia and the Middle East. The addition of 25 OSVs in West Africa will nearly double our presence in the rapidly growing region, positioning us as the largest operator of active vessels in the region. Similarly, the addition of the SPO fleet in Southeast Asia and the Middle East positions us as the largest operator of active vessels across the entire region. The expansion of the Southeast Asia region, with 19 vessels currently operating, provides us with an opportunity to meaningfully participate in the oil and gas vessel market in the near-term and provides a platform with which to pursue offshore wind development expected to advance in the region. We anticipate realizing a total of $45 million of synergies associated with the SPO acquisition through a combination of both G&A and operating expense rationalization.

•

Successful Refinancing of Senior Notes Due 2022 and Establishment of Senior Secured Revolving Credit Facility and At-the-Market (“ATM”) Equity Issuance Facility. During the fourth quarter of 2021, we announced the successful refinancing of our $150 million senior secured notes due August 2022 through the issuance of new $175 million senior secured notes due August 2026, significantly extending our debt maturity profile. The successful refinancing of the 2022 senior notes is a sign of the progress we have made over the past four years to streamline the cost structure, high-grade the fleet, generate meaningful free cash flow, and position the business to prosper as the broader industry recovery unfolds. In addition to the 2026 secured notes issue, we closed on a $25 million senior secured revolving credit facility and the establishment of a $30 million ATM program. The 2026 senior notes and the new revolving credit and ATM facilities will provide us with the liquidity and flexibility to take advantage of opportunities in the legacy hydrocarbon business and position us to participate in the rapidly evolving offshore renewables business.

•

Successful Acquisition of Our Partner’s 51% Interest in Angolan Joint Venture, Sonatide. During the first quarter of 2022, we announced the acquisition of our partner’s 51% interest in our Angolan joint venture, Sonatide, for $11.2 million. This transaction allows us to fully control and operate our business in Angola, allowing us to bring the efficiency improvements we have brought to the rest of Tidewater to Angola.

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It eliminates the commission we were paying to the joint venture and allows us to consolidate the $10 million in net assets held by that joint venture. This transaction allows us to use the platform in Angola for growth throughout West Africa, including the 25 SPO vessels located in W

SEC Form DEF 14A filed by Tidewater Inc.