HELIX ENERGY SOLUTIONS GROUP INC
For the period ended May 15, 2024. Filed Apr 3, 2024.
View on SEC.govAbout 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.
May 15, 2024 · Filed Apr 3, 2024
Contents
Proxy Summary
| | | DateWednesday, May 15, 2024 | | | | | Time8:30 a.m., Central Daylight Time (Houston Time) | | | | | PlaceHelix Energy Solutions Group, Inc.’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, TX 77043 |
Company Statement
The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation (referred to herein as “Helix,” the “Company,” “we,” “us” or “our”), is soliciting your proxy to vote at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 15, 2024. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.
Voting Matters
| Voting Item · · · Recommendation · · · Page Reference | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1 | | | Election of Three Class II Directors | | | “FOR” each nominee | | | 11 |
| 2 | | | Ratification of Public Accounting Firm | | | “FOR” | | | 36 |
| 3 | | | Advisory Vote on the Approval of the 2023 Compensation of Our Named Executive Officers | | | “FOR” | | | 76 |
| 4 | | | Approval of Amendment and Restatement of our 2005 Long Term Incentive Plan | | | “FOR” | | | 78 |
Ways to Vote
Shareholders of record can vote by one of the following methods:
| | | PhoneCall 800.690.6903 tovote by telephone; OR | | | | | InternetGo to the websitewww.ProxyVote.com to vote over the Internet; OR | | | | | MailMark, sign, date and return your proxy card in the enclosed postage-paid envelope. |
| Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 1 |
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Board of Directors
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| Nominee Amerino GattiEnergy Executive | | | NomineeDiana GlassmanDirector-Engagement EOS at Federated Hermes | | | NomineeOwen Kratz President and Chief Executive Officer Helix Energy Solutions Group, Inc. |
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| | | | | | | | | |||||
| Paula Harris Senior Vice President of Community Astros Foundation | | | T. Mitch LittleEnergy Executive | | | John V. Lovoi Managing Partner JVL Partners | | | Amy H. NelsonPresident Greenridge Advisors, LLC | | | William L. Transier Chief Executive Officer Transier Advisors, LLC |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | |
Board Independence
87.5% of our Board is Independent as defined under NYSE Rule 303A and applicable rules promulgated under the Securities Exchange Act of 1934.
| 87.5% Independent | | |
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The Chairman of the Board is Independent and all members of our committees are Independent:
| | | Audit Committee | | | | | Compensation Committee | | | | | Corporate Governance and Nominating Committee |
| 2 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
Summary Board Matrix
| | | Gatti | | | Glassman | | | Harris | | | Kratz | | | Little | | | Lovoi | | | Nelson | | | Transier | |
| Knowledge, Skills and Experience | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accounting/Financial | | | | | | | | | | | | | | | | | ||||||||
| Corporate Governance/Ethics | | | | | | | | | | | | | | | | | ||||||||
| Energy Industry | | | | | | | | | | | | | | | | | ||||||||
| Energy Transition/Sustainability | | | | | | | | | | | | | | | | | ||||||||
| Executive Experience | | | | | | | | | | | | | | | | | ||||||||
| Health, Safety & Environmental | | | | | | | | | | | | | | | | | ||||||||
| Human Capital Management/Compensation | | | | | | | | | | | | | | | | | ||||||||
| International Business | | | | | | | | | | | | | | | | | ||||||||
| Mergers and Acquisitions | | | | | | | | | | | | | | | | | ||||||||
| Operations | | | | | | | | | | | | | | | | | ||||||||
| Other Public Company Board Experience | | | | | | | | | | | | | | | | | ||||||||
| Risk Management | | | | | | | | | | | | | | | | | ||||||||
| Science, Technology and Engineering | | | | | | | | | | | | | | | | | ||||||||
| Strategic Planning/Oversight | | | | | | | | | | | | | | | | | ||||||||
Diversity and Refreshment of the Board
| Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 3 |
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Proxy Statement
Annual Meeting of Shareholders to be Held on May 15, 2024
The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation (referred to herein as “Helix,” the “Company,” “we,” “us” or “our”), is soliciting your proxy to vote at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 15, 2024. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.
The Annual Meeting will be held at Helix’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Helix’s Board of Directors (the “Board”) has set March 19, 2024 as the record date for the Annual Meeting. There were 152,912,990 shares of Helix common stock outstanding on the record date.
As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our 2023 Annual Report to Shareholders available to our shareholders electronically via the Internet. On or about April 3, 2024, we intend to mail to our shareholders a Notice of Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to vote online, by telephone or, in the alternative, how to request a paper copy of the proxy materials and proxy card. By providing the Notice and access to our proxy materials via the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.
| 4 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
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