TIDEWATER INC 8-K

What Happened

• Tidewater Inc. held its 2026 annual meeting on June 16, 2026 (8-K filed June 18, 2026). Stockholders approved a First Amendment to the Amended and Restated 2021 Stock Incentive Plan to add 2,250,000 shares, which became effective June 16, 2026. Seven director nominees were re-elected and shareholders approved an advisory vote on executive compensation and ratified PricewaterhouseCoopers LLP as the company’s independent auditor.

Key Details

• Record date and turnout: 49,729,815 shares outstanding as of April 17, 2026; 44,546,831 shares (89.57%) were represented at the meeting.
• Stock incentive plan: First Amendment approved to increase available shares by 2,250,000. Vote: 38,986,062 For, 1,935,390 Against, 22,718 Abstentions; 3,602,661 broker non-votes.
• Director elections: All seven nominees elected (examples of vote totals): Melissa Cougle 40,703,580 For; Kenneth H. Traub 38,776,714 For (2,145,629 Against). Broker non-votes for director elections: 3,602,661.
• Advisory vote on executive compensation: Approved (40,548,175 For, 362,605 Against, 33,390 Abstentions).
• Auditor ratification: PwC ratified as independent auditor for fiscal 2026 (43,799,406 For, 730,093 Against, 17,332 Abstentions).

Why It Matters

• The approved increase of 2.25 million shares expands the pool available for equity compensation, which can be used for grants to executives and employees but may lead to dilution of existing shareholders as those awards are issued.
• Re-election of the board and the advisory approval of executive pay reaffirm shareholder support for the current governance team and compensation policies.
• Ratification of PwC as auditor confirms continuity in external financial review for fiscal 2026.