TIDEWATER INC
For the period ended Jun 16, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 28, 2026
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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
(Amendment No. )
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A MESSAGE TO OUR STOCKHOLDERS FROM TIDEWATER’S
PRESIDENT & CHIEF EXECUTIVE OFFICER,
QUINTIN V. KNEEN
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Dear Fellow Stockholders,
As Tidewater celebrates its 70th anniversary in 2026, I extend my sincere gratitude for your trust and continued investment. I am honored to commemorate this milestone with you at our upcoming 2026 Annual Meeting of Stockholders being held on June 16, 2026.
Our story began with Alden “Doc” Laborde, a visionary who in 1956 led Tidewater in building the world’s first offshore support vessel, the Ebb Tide. Today, we have a global workforce consisting of over 7,300 people, operating more than 200 vessels, across over 30 countries and representing over 90 nationalities.
During 2025, we operated in an environment marked by both opportunity and uncertainty. Against this backdrop, our team remained focused on executing our strategy with discipline. As a result, we delivered another year of strong financial results, with $1.35 billion in revenue, $333.5 million in net income, $598.1 million in adjusted EBITDA, $379.1 million net cash provided by operating activities and $426.0 million of free cash flow.1
Safety first, sustainability always is a founding principle that guides how we operate across our global footprint, on every vessel, in every region, and in every decision we make. Strong governance and a commitment to transparency and communication are fundamental to this principle and Tidewater’s future success. Our Board of Directors understands the importance of our safety first, sustainability always principle and remains focused on supporting our growth and strategy through their active oversight, broad expertise, and engagement with management to drive effective
risk management and long term value for our stockholders.
Our current position in the offshore market and our 2025 financial performance are the result of our strong governance framework and a focused multi-year strategy. That strategy includes enhancing our fleet profile through targeted disposals and disciplined acquisitions, as well as leveraging our historical investments in scalable global shore-based infrastructure.
We feel confident in our ability to drive another year of progress in 2026 and continue to have a positive outlook on the offshore energy industry. While ongoing global conflicts, including in the Middle East, have introduced near-term uncertainty, it underscores the strategic importance of energy security and the need for sustained upstream investment to support reliable and affordable global energy supply. As demand for hydrocarbons continues to grow, we expect offshore developments to play an important role given their scale, long reserve lives, and attractive economics. We believe these dynamics support a sustained upcycle for offshore services and position Tidewater well, given our global operating footprint, modern and high-specification fleet, and disciplined strategy.
On behalf of the Company, I want to express my appreciation to our Board members for their support, guidance and dedication. Together, we remain committed to acting in the best interests of our stockholders and advancing Tidewater’s long-term success. To our customers, stockholders, employees and communities, thank you for your continued support of Tidewater. I remain honored to serve as the Company’s President and Chief Executive Officer, and I appreciate the trust you place in me, our Board and our leadership team.
Sincerely,
Quintin V. Kneen
President, Chief Executive Officer & Director
A MESSAGE TO OUR STOCKHOLDERS FROM TIDEWATER’S
CHAIRMAN OF THE BOARD, DICK FAGERSTAL
Dear Fellow Stockholders:
In this annual letter to stockholders, I have tried to outline some of the main principles used by your Board in managing its affairs. As a Board, we are committed to strive for “best practice” governance, which provides a roadmap and guidelines for how we operate and make decisions.
As always, safety is more than a top priority, it’s a fundamental core value that shapes our decisions, our culture and our leadership. Without it, we risk losing the confidence of employees, contractors, customers, investors, and regulators. To ensure proper oversight, the Board has established a dedicated Safety & Sustainability Committee, allowing for focused attention on safe operations. Good governance goes beyond rules, it reflects how we act. We are committed to transparency, accountability, and integrity in our relationships with all stakeholders.
We continue to invest in Board education to better navigate the complexity of our industry and make informed, risk-adjusted decisions aligned with our long-term strategy. Our investment includes a strong focus on cybersecurity, where risks are increasing, and on artificial intelligence, which presents both opportunities and challenges. We are working to ensure the Board is well equipped to support management in these areas.
A diverse and skilled Board is essential to effective oversight. We regularly evaluate our composition and performance to ensure we maintain the right mix of experience and perspectives. We also believe that separating the
roles of Chairman and CEO represents best practice, ensuring clear oversight of management and alignment with stockholder interests.
We aim to foster a culture of continuous learning, we aspire to be a “learn-it-all” rather than a “know-it-all” organization. We periodically hold Board meetings in key operating regions, which helps deepen our understanding of our global business and our local operating teams.
We have developed within robust governance frameworks to support our operations and compliance with applicable regulations across all jurisdictions. Our whistleblower system allows employees and stakeholders to raise concerns directly with the Board.
Engagement with stockholders remains a priority. Over the past year, we have connected with stockholders representing nearly 50% of our ownership, and we listen to and value their input in shaping our strategy.
We are fortunate to have an experienced management team led by our CEO and President, Quintin Keen, whose leadership has driven profitable growth through successful acquisitions and disciplined execution of our strategy. I would like to thank Quintin, the management team, and our more than 7,300 employees worldwide for their significant contributions in 2025.
In summary, we believe our focus on safety, governance, continuous learning, and proactive risk management position the Company to create long-term value for our stockholders.
Thank you for your continued support.
Sincerely,
Dick Fagerstal
Chairman of the Board
842 West Sam Houston Parkway North, Suite 400
Houston, Texas 77024
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
| | | | Date and Time Tuesday, June 16, 2026 8:00 a.m., Central Time. | | | | | Place 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/TDW2026. 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. | | |
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| | | | Purpose 1. Election of seven directors named in the proxy statement 2. Advisory vote to approve named executive officer compensation 3. Approval of the First Amendment to the Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan to increase the maximum number of shares of common stock available for issuance thereunder by 2,250,000 4. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 5. Transact any other business properly brought before the meeting or any adjournment or postponement thereof | | ||||||
| | | | Who Can Vote Only stockholders of record at the close of business on April 17, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting. | | ||||||
| | | | | Our Board of Directors unanimously recommends that you vote: • FOR each of the seven director nominees, • FOR approval of our named executive officer compensation, • FOR approval of the First Amendment to the Amended and Restated 2021 Stock Incentive Plan to increase the plan’s shares available for issuance thereunder by 2,250,000, and • FOR ratification of our selection of PricewaterhouseCoopers LLP as our independent 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 Corporate Secretary at any time before the 2026 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, Chief Legal Officer and Corporate Secretary | |
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Houston, Texas
| | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF OUR PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 16, 2026 | | |
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| | | This proxy statement and our 2025 Annual Report on Form 10-K are available at www.proxyvote.com and on our website at www.tdw.com. | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.