TIDEWATER INC

For the period ended Jun 16, 2026. Filed Apr 28, 2026.

About this filing

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

TDW$70.06+1.4%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

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 2026 Annual Meeting of Stockholders, including the proposals to be voted on, and our performance during the 2025 fiscal year, please review the entire proxy statement and our Annual Report on Form 10-K for the period ended December 31, 2025. These materials are being made available to stockholders on or about April 28, 2026.

2026 Annual Meeting of Stockholders

			When Tuesday, June 16, 2026 8:00 a.m., Central Time					Place Online at www.virtualshareholdermeeting.com/TDW2026
			Record Date April 17, 2026					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.

Agenda Items and Voting Recommendations


Election of Seven Directors Named in the Proxy Statement	FOR each nominee	7
Advisory Vote to Approve Named Executive Officer Compensation	FOR	35
Approval of the First Amendment to the Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan to increase the number of shares available for issuance thereunder by 2,250,000	FOR	67
Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	FOR	78

Director Nominee Highlights

Name and Principal Occupation · · · Age · · · Director Since · · · · Board Committees · · · · ·
· AC · · · · C&HC · · · · N&GC · · · · S&SC · · · · ·
	Melissa L. Cougle Chief Financial Officer of Ranger Energy Services, Inc.	49	2022
	Dick H. Fagerstal Retired Executive Chairman of Global Marine Group	65	2017
	Quintin V. Kneen President and Chief Executive Officer of Tidewater Inc.	60	2019
	Louis A. Raspino Retired Chairman of Clarion Offshore Partners	73	2018
	Robert E. Robotti President of Robotti & Company Advisors, LLC and Robotti Securities, LLC Managing Director of Ravenswood Management Company, LLC	72	2021
	Kenneth H. Traub President, Chief Executive Officer and Chairman of the Board of Comtech Telecommunications Corp. Managing Partner of Delta Value Group, LLC	64	2018
	Lois K. Zabrocky President, Chief Executive Officer, and Director of International Seaways, Inc.	56	2020

AC	Audit Committee	C&HC	Compensation & Human Capital Committee
N&GC	Nominating & Corporate Governance Committee	S&SC	Safety & Sustainability Committee
	Member		Chair

Director Nominee Board Skills and Experience


		Industry			Contributes to the Board’s deeper understanding of Tidewater’s operations and competitive environment in the marine and energy offshore service industries, including energy industry trends, outlook, and risks
		Executive Leadership			Valuable to the Board’s understanding and oversight of a range of organizational matters, including corporate leadership, business operations, strategy development, and organizational risks
		Accounting /Financial Reporting			Critical to the Board’s oversight of Tidewater’s financial statements and financial reports
		Finance /Capital Markets			Valuable to the Board’s understanding and evaluation of Tidewater’s capital structure, capital allocation, and financial strategy
		Global Enterprise			Contributes to the Board’s oversight and understanding of the diverse business environments, economic conditions, governmental relationships, and cultures associated with Tidewater’s global workforce and overseas operations
		Technology /Cybersecurity			Contributes to the Board’s understanding of information technology and emerging cybersecurity risks in the digital age
		Human Capital Management			Contributes to the Board’s ability to attract, motivate, retain, and oversee the development of talent
		Sustainability /Environmental			Contributes to oversight and understanding of Environmental, Health, Safety, and sustainability issues and their relationship to Tidewater’s business and strategy
		Public Company Governance			Contributes to understanding of best practices in corporate governance matters and significant public company experience
		Governmental /Legal, Regulatory			Provides the Board with better understanding of our highly-regulated industry, along with insight into effective strategies in managing the complex legal, political, and regulatory landscape in which Tidewater operates
		Risk Management			Valuable to the Board’s ability to effectively oversee, anticipate, identify, and support management’s mitigation of the most significant risks facing the Company

Additional information regarding the Nominating & Corporate Governance Committee’s role in nominating directors and the ability of stockholders to recommend candidates for director may be found under “Proposal 1: Election of Directors—Process for Identifying, Nominating and Adding Directors” and “Proposal 1: Election of Directors—Consideration of Candidates Recommended by Stockholders,” respectively.

Tidewater’s 2025 Performance Highlights

(1)

(2)

TRCF, or Total Recordable Case Frequency, is a metric used to measure the number of recordable injuries per million working hours and viewed as a key indicator of a company’s safety performance, helping track trends and identify areas for improvement.

(3)

LTIF, or Lost Time Injury Frequency Rate, is a key safety metric used to measure the frequency of lost time injuries (LTIs) in a workplace, specifically, the number of LTIs per 1 million hours worked. A lower LTIFR indicates a safer workplace.

		• Delivered Successful Financial Results. Our year-over-year financial performance for fiscal 2025 resulted in: a 0.5% increase in revenue, an 86.0% increase in net income, a 6.9% increase in Adjusted EBITDA, a 34.2% increase in net cash provided by operating activities, a 28.7% increase in generated free cash flow, and a 6.1% increase in average day rates. Although 2025 was anticipated to be a down year for the offshore industry, Tidewater was able to successfully navigate any challenges to deliver meaningful financial results, demonstrating the resilience built over the last several years through persistent focus on operational excellence and a disciplined acquisition strategy focused on high-quality assets.
		• Reset Debt Capital Structure Providing Balance Sheet Strength & Financial Flexibility. In July 2025, we executed a refinancing transaction that established a long-term debt capital structure, including the completion of a $650 million senior unsecured notes offering and the execution of a $250 million revolving credit facility, which remained undrawn at year end. In addition to the balance sheet strength and financial flexibility the refinancing provides, the new structure allows for a larger allocation of free cash flow for shareholder returns. To this end, the Board authorized a new share repurchase program of $500 million effective August 2025.
		• Continued Commitment to Driving Long-Term Stockholder Value. As of the end of 2025, we had achieved: (i) an absolute three-year total stockholder return (TSR) of +37% and a relative three-year TSR rank in the 75th percentile of our compensation peer group set forth in our 2023 performance-based restricted stock unit awards; and (ii) an absolute five-year TSR of +485%.
		• Continued Safety-First Focus. During 2025, we continued to prioritize our strong safety-first culture, including regular management and Board reviews of our health, safety, and environmental (HSE) performance, improving our already robust HSE enterprise system and implementing a fleet-wide digital training platform with over 10,000 individual courses for our seafarers.
		• Announced Agreement to Acquire Wilson Sons Ultratug Offshore for $500 Million. In line with our disciplined, multi-year acquisition strategy, and after years of preparation, in February 2026, we announced the execution of a definitive agreement to acquire Wilson Sons Ultratug Offshore (“Wilsons”), a vessel builder and operator with 22 platform service vessels exclusively focused on the Brazilian market.
		• Published 2025 Sustainability Report. On April 22, 2026, International Earth Day, we published our 2025 Sustainability Report, describing our ongoing commitment to our safety first, sustainability always principle and our sustainability performance during 2025.

Executive Compensation Program Summary

Our Compensation & Human Capital (C&HC) Committee strives to maintain a competitive compensation program that attracts, retains and motivates outstanding executives by providing incentives to reward them for superior performance aligned with Tidewater’s long-term strategic objectives, across the commodity price cycle.

Allocation of Direct Compensation Elements for 2025

A substantial portion of our named executive officer (NEO) compensation is dependent on performance. Approximately 86% of Mr. Kneen’s (and an average of 76% of the other NEOs’) target direct compensation opportunity is performance based and variable, or at-risk, compensation. The ultimate value of at-risk compensation is dependent on the Company’s performance outcomes and 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.

Key Compensation Decisions in 2025

The Company continued to reinforce market-aligned and pay-for-performance elements of its compensation programs.

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