Proxy
Statement
2023
Notice of Annual Meeting of
Shareholders to be held
May 17, 2023
April 5, 2023
Dear Shareholder:
You are cordially invited to join us for our 2023 Annual Meeting of Shareholders to be held on Wednesday, May 17, 2023, at 8:30 a.m. at Helix Energy Solutions Group, Inc.'s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.
The materials following this letter include the formal Notice of Annual Meeting of Shareholders and the proxy statement. The proxy statement describes the business to be conducted at the Annual Meeting, including the election of three Class III directors, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year, an advisory vote on the approval of the 2022 compensation of our named executive officers, and an advisory vote on the frequency of holding the advisory vote to approve the compensation of our named executive officers.
We have elected to furnish proxy materials to our shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe that this election enables us to provide you with the information you need, while making delivery more efficient, more cost effective and friendlier to the environment. In accordance with these rules, we have sent a Notice of Availability of Proxy Materials to each of our shareholders.
Whether you own a few or many shares of our stock, we want your shares to be represented. Regardless of whether you plan to attend the Annual Meeting, please take a moment to vote your proxy over the Internet, by telephone, or if this proxy statement was mailed to you, by completing and signing the enclosed proxy card and promptly returning it in the envelope provided. The Notice of Annual Meeting of Shareholders of this proxy statement includes instructions on how to vote your shares.
Helix's officers and directors appreciate and encourage shareholder participation. We look forward to your participation in the Annual Meeting.
Sincerely,
Owen Kratz
President and Chief Executive Officer
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 17, 2023
The Helix Energy Solutions Group, Inc. 2023 Proxy Statement and Annual Report to Shareholders (including our Annual Report on Form 10-K) for the fiscal year ended December 31, 2022 are available electronically at www.helixesg.com/annualmeeting
Table of Contents
|
Notice of 2023 Annual Meeting of Shareholders |
ii |
|
Proxy Summary |
1 |
|
General Information |
5 |
|
Proposal 1: Election of Directors |
11 |
|
Corporate Governance |
18 |
|
Composition of the Board |
18 |
|
Role of the Board |
18 |
|
Board of Directors Independence and Determinations |
18 |
|
Selection of Director Candidates |
18 |
|
Board of Directors Qualifications, Skills and Experience |
19 |
|
Board of Directors Matrix |
19 |
|
Board Leadership Structure |
21 |
|
Communications with the Board |
21 |
|
Code of Business Conduct and Ethics |
21 |
|
Attendance at the Annual Meeting |
21 |
|
Mandatory Retirement Policy |
21 |
|
Directors' Continuing Education |
21 |
|
Risk Oversight |
22 |
|
Corporate Sustainability |
23 |
|
Meetings of the Board and Committees |
24 |
|
Board Attendance |
25 |
|
Executive Sessions of Directors |
25 |
|
Audit Committee |
25 |
|
Compensation Committee |
26 |
|
Corporate Governance and Nominating Committee |
26 |
|
Director Nomination Process |
28 |
|
Compensation Committee Interlocks and Insider |
|
|
Participation |
29 |
|
Director Compensation |
30 |
|
2022 Director Compensation Table |
30 |
|
Summary of Director Compensation and Procedures |
32 |
|
Certain Relationships |
33 |
|
Related Party Transactions |
33 |
|
Audit Committee Pre-Approval Policies and Procedures |
33 |
|
Report of the Audit Committee |
34 |
|
Proposal 2: Ratification of Independent Registered Public |
|
|
Accounting Firm |
35 |
|
Compensation Discussion and Analysis |
36 |
|
Executive Summary and Recommendation |
36 |
|
Company Highlights |
37 |
|
Executive Compensation Process |
43 |
|
Compensation Philosophy and Objectives |
46 |
|
2022 Executive Compensation Components |
49 |
|
Compensation Committee Report |
55 |
|
Executive Officers |
56 |
|
Executive Compensation |
58 |
|
Summary Compensation Table |
58 |
|
Grant of Plan-Based Awards |
60 |
|
Outstanding Equity Awards as of December 31, 2022 |
62 |
|
Option Exercises and Stock Vested for Fiscal |
|
|
Year 2022 |
63 |
|
All Other Compensation |
63 |
|
Employment Agreements and Change in Control |
|
|
Provisions |
64 |
|
Chief Executive Officer Pay Ratio |
68 |
|
Pay Versus Performance |
69 |
|
Proposal 3: Advisory Vote on the Approval of the 2022 Compensation |
|
|
of Our Named Executive Officers |
73 |
|
Proposal 4: Advisory Vote on the Frequency of Holding the Advisory Vote |
|
|
to Approve the Compensation of Our Named Executive Officers |
75 |
|
Share Ownership Information |
76 |
|
Five Percent Owners |
76 |
|
Management Shareholdings |
77 |
|
Delinquent Section 16(a) Reports |
78 |
|
Equity Compensation Plan Information |
79 |
|
Other Information |
80 |
|
Costs of Solicitation |
80 |
|
Proposals and Director Nominations for the 2024 |
|
|
Annual Meeting of Shareholders |
80 |
|
Other |
81 |
|
Helix Energy Solutions Group, Inc. |
2023 Proxy Statement |
i |
HELIX ENERGY SOLUTIONS GROUP, INC. 3505 West Sam Houston Parkway North, Suite 400 Houston, Texas 77043
Notice of 2023 Annual
Meeting of Shareholders
Items of Business
|
1 |
To elect three Class III directors to serve a three-year term expiring at the |
|
Annual Meeting of Shareholders in 2026 or, if at a later date, until their |
|
|
successors are duly elected and qualified. |
|
|
2 |
To ratify the selection of KPMG LLP as our independent registered public |
|
accounting firm for the fiscal year ending December 31, 2023. |
Date
Wednesday, May 17, 2023
Time
8:30 a.m., Central Daylight Time (Houston Time)
Place
Helix Energy Solutions Group, Inc.'s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, TX 77043
|
3 |
Advisory vote on the approval of the 2022 compensation of our named |
|
executive officers. |
|
|
4 |
Advisory vote on the frequency of holding the advisory vote to approve the |
|
compensation of our named executive officers. |
|
|
5 |
To consider any other business that may properly be considered at the |
|
Annual Meeting or any adjournment thereof. |
|
By Order of the Board of Directors,
Kenneth E. Neikirk
Executive Vice President,
General Counsel and Corporate Secretary
Houston, Texas
April 5, 2023
Record Date
You may vote at the Annual Meeting if you were a holder of record of our common stock at the close of business on March 21, 2023.
Voting By Proxy
Please vote your proxy as soon as possible, even if you plan to attend the Annual Meeting. Shareholders of record can vote by one of the following methods:
1. CALL 800.690.6903 to vote by telephone; OR
2. GO TO THE WEBSITE www.proxyvote.comto vote over the Internet; OR
3. IF PRINTED PROXY MATERIALS WERE MAILED TO YOU, MARK, SIGN, DATE AND RETURN your proxy card in the enclosed postage-paid envelope. If you are voting by telephone or the Internet, please do not mail your proxy card.
Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on May 17, 2023:
The proxy statement and Annual Report to Shareholders (including our Annual Report on Form 10-K) for the fiscal year ended December 31, 2022 are also available at
www.helixesg.com/annualmeeting.
Your Vote
is Important
|
ii |
2023 Proxy Statement |
Helix Energy Solutions Group, Inc. |
Attachments
Disclaimer
Helix Energy Solutions Group Inc. published this content on 05 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2023 21:45:39 UTC.
