Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) At its meeting on September 20, 2022, the Board of Directors (the “Board”)
of Helix Energy Solutions Group, Inc. (“Helix”), pursuant to Helix’s By-Laws,
increased the size of the Helix Board from six to eight directors, and also
elected each of Diana Glassman and Paula Harris as a director, both effective as
of September 20, 2022.
Ms. Glassman will serve as a Class II director whose term will expire at Helix’s
2024 Annual Meeting of Shareholders. Ms. Glassman also was appointed by the
Board to serve on the Board’s Corporate Governance and Nominating Committee.
Ms. Harris will serve as a Class III director whose term will expire at Helix’s
next Annual Meeting of Shareholders. Ms. Harris also was appointed by the Board
to serve on the Board’s Compensation Committee. Neither Ms. Glassman nor
Ms. Harris was selected as a director pursuant to any arrangements or
understandings between either of them, Helix or any other person. In addition,
there are no related party transactions between Helix and either Ms. Glassman,
Ms. Harris or their respective immediate families.
In connection with their respective appointments and consistent with Helix’s
current independent director compensation program, each of Ms. Glassman and
Ms. Harris was awarded 9,664 shares of restricted Helix common stock. The number
of shares was determined based on the closing price of Helix common stock on
September 20, 2022, and the shares will vest on the one-year anniversary of the
date of the grant. For their service on the Helix Board and its committees,
Ms. Glassman and Ms. Harris will also receive retainer and other fees in
accordance with Helix’s independent director compensation program.
Item 7.01. Regulation FD Disclosure.
Additional information with regard to Ms. Glassman and Ms. Harris is included in
the press release attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 99.1 Press Release of Helix Energy Solutions Group, Inc. dated September 26, 2022 announcing the appointment of Diana Glassman and Paula Harris. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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