UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2010
GULFMARK OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-33607
(Commission file number)
76-0526032
(I.R.S. Employer Identification No.)
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10111 Richmond Avenue, Suite 340,
Houston, Texas
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77042 |
(Address of principal executive offices) |
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(Zip Code) |
(713) 963-9522
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 8.01. Other Events.
On or about April 30, 2010, GulfMark Offshore, Inc. (the Company) furnished or otherwise made
available to stockholders its Proxy Statement describing the matters to be voted upon at the Annual
Meeting of Stockholders (the Annual Meeting) to be held at The Peninsula Hotel, 700 5th Avenue at
55th Street, New York, NY 10019, on Tuesday, June 8, 2010 at 8:00 a.m., local time.
At the Annual Meeting, stockholders are being asked, among other things, to vote on adoption of the
GulfMark Offshore, Inc. 2010 Omnibus Equity Incentive Plan (the 2010 Plan) (identified as
Proposal 2 in the Proxy Statement).
Following our review of the recently published analysis of this proposal by a leading proxy
advisory firm and in order to facilitate stockholder approval of the 2010 Plan, our Board of
Directors agreed that it was its intent not to allow repricing of options or to take any action
having substantially the same effect as a repricing of options without the approval of the
Companys stockholders. For example, Section 5.6 of the 2010 Plan expressly prohibits modifying an
option to reprice an option.
In order to clarify that buy-outs of options cannot be used to reprice an option, our Board has
agreed that, if the 2010 Plan is approved by our stockholders at the Annual Meeting, the Board will
approve, as soon as reasonably practicable thereafter, an amendment to the 2010 Plan that will
provide for additional prohibitions on repricing of options issued under the 2010 Plan.
Specifically, the amendment would amend Section 5.7 of the 2010 Plan by deleting it in its entirety
and replacing it with the following:
5.7 Buyout Provisions. The Committee may at any time (a) offer to buy-out for a
payment in cash or cash equivalents or other Awards an Option previously granted or (b)
authorize an Optionee to elect to cash-out an Option previously granted, in either case at
such time and based upon such terms and conditions as the Committee shall establish;
provided, however, that, without approval of the Companys stockholders, no Option having an
Exercise Price that exceeds the Fair Market Value of Common Shares on the date of a buy-out
or cash-out shall be eligible to be bought out or cashed out.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 26, 2010 |
GulfMark Offshore, Inc.
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By: |
/s/ Quintin V. Kneen
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Name: |
Quintin V. Kneen |
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Title: |
Executive Vice President,
Chief Financial Officer & Secretary |
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