UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Rule 14a-12
GULFMARK OFFSHORE, INC
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(Name of Registrant as Specified In Its Charter)
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[GULFMARK OFFSHORE, INC. LOGO]
NOTICE OF
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
ANNUAL MEETING
MAY 24, 2002
MILLENNIUM HOTEL NEW YORK - BROADWAY
145 WEST 44TH STREET
NEW YORK, NEW YORK 10036
GULFMARK OFFSHORE, INC.
4400 POST OAK PARKWAY, SUITE 1170
HOUSTON, TEXAS 77027-3414
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GulfMark
Offshore, Inc. (the "Company") will be held in the Millennium Hotel New York -
Broadway, 145 West 44th Street, New York, New York 10036, on Friday, May 24,
2002 at 11:00 A.M., Eastern Daylight Time, for the following purposes:
1. To elect a Board of seven (7) directors.
2. To ratify the selection of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending December 31,
2002.
3. To amend the Company's 1997 Incentive Equity Plan to increase the
number of shares reserved for issuance there under by 250,000 shares.
4. To amend the Articles of Incorporation to increase the number of common
shares authorized from 15,000,000 to 30,000,000.
5. To approve the GulfMark Employee Stock Purchase Plan
6. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 28, 2002 as
the record date for the determination of stockholders entitled to notice of and
to vote at such meeting or any adjournment or adjournments thereof. Only
stockholders of record at the close of business on such record date are entitled
to notice of and to vote at such meeting.
You are cordially invited to attend the meeting. However, to ensure your
representation at the meeting, the Company requests that you return your signed
proxy card at your earliest convenience, whether or not you plan to attend the
meeting. Your proxy will be returned to you if you should be present at the
meeting and should request such a return.
TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THE ENCLOSED RETURN ENVELOPE
MAY BE USED FOR THAT PURPOSE.
By Order of the Board of Directors
/s/ EDWARD A. GUTHRIE
Edward A. Guthrie
Secretary
Date: April 10, 2002
GULFMARK OFFSHORE, INC.
4400 POST OAK PARKWAY, SUITE 1170
HOUSTON, TEXAS 77027-3414
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2002
The accompanying proxy is solicited by the Management of GulfMark Offshore,
Inc. (the "Company") at the direction of the Board of Directors for use at the
Annual Meeting of Stockholders of the Company to be held on Friday, May 24,
2002 at the time and place and for the purposes set forth in the accompanying
Notice of Annual Meeting and at any adjournment or adjournments thereof. When
proxies in the accompanying form are received and properly executed, the shares
will be voted by the persons named therein, unless contrary instructions are
given.
The proxy will not be used for the election as directors of all nominees if
authority to do so is withheld on the proxy and will not be used for the
election of any individuals whose names are written in the blank spaces on the
proxy. Where no instruction is indicated with respect to the election of
directors, the proxy will be voted FOR the election as directors of all
nominees. Where no instruction is indicated with respect to the election of all
nominees named in item (1) of the proxy, but names of one or more nominees are
listed in the blank spaces on the proxy, the proxy will be voted FOR the
election of all nominees not so listed.
Any stockholder of the Company has the right to revoke his or her proxy at
any time prior to its use by submitting a written revocation to the Secretary of
the Company.
Upon request, additional proxy material will be furnished without cost to
brokers and other nominees to forward to the beneficial owners of shares held in
their names. The Company will bear all costs in preparing, printing, assembling,
delivering and mailing the Notice of Annual Meeting, Proxy Statement, Proxy and
Annual Report. Copies of the Notice, Proxy Statement and Proxy will be mailed to
stockholders on or about April 17, 2002. In addition to the use of the mail,
proxies may be solicited by the directors, officers and employees of the
Company, without additional compensation, by personal interview, telephone,
telegram or otherwise.
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting to be held May 24, 2002 is the close of
business on March 28, 2002 (hereinafter called the "Record Date"). As of the
Record Date there were 9,924,137 shares of Common Stock issued and outstanding.
Each share of Common Stock is entitled to one vote on each matter to be acted
upon at the meeting.
The following table sets forth certain information with respect to each
person who at March 28, 2002, was known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock:
NAME AND ADDRESS OF PERCENT OF
BENEFICIAL OWNER NO. SHARES BENEFICIALLY OWNED(1) CLASS
--------------------------------------------------------- --------------------------------- ------------
Lehman Brothers Holdings Inc.(2) 2,030,226 20.46%
399 Park Avenue
New York, New York 10022
Estabrook Capital Management LLC(3)
430 Park Avenue, Suite 1800
New York, New York 10022 1,286,073 12.96%
Dimensional Fund Advisors Inc.(4)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 550,100 5.54%
--------------------------------------------------------
(1) Unless otherwise indicated below, the persons or group listed have sole
voting and investment power with respect to their shares of Common Stock.
(2) The information shown above was obtained from the Schedule 13D dated
February 14, 2002 as filed with the Securities and Exchange Commission ("SEC")
by Lehman Brothers Holdings Inc. Lehman Brothers Holdings Inc. acts as an
investment advisor and in such capacity has sole voting power and investment
power over the shares.
(3) The information shown above was obtained from the Schedule 13G dated
January 17, 2002 as filed with the Securities and Exchange Commission ("SEC") by
Estabrook Capital Management LLC. Estabrook Capital Management LLC acts as an
investment advisor and in such capacity has shared voting power and sole
investment power over the shares.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, furnishes
investment advice to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other
investment vehicles, including commingled group trusts. (These investment
companies and investment vehicles are the "Portfolios"). In its role as
investment advisor and investment manager, Dimensional possessed both investment
and voting power over 550,100 shares of GulfMark Offshore stock as of December
31, 2001. The Portfolios own all securities reported in this statement, and
Dimensional disclaims beneficial ownership of such securities.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of March 28, 2002, the number and
percentage of Common Stock beneficially owned by each of the Company's
directors, each executive officer named in the summary compensation table
included under "Executive Officers and Compensation", and all directors and
officers as a group:
2
NO. OF SHARES BENEFICIALLY OWNED
NAME AS OF MARCH 28, 2002(1)(2) PERCENT OF CLASS(3)
--------------------------------------------------- ---------------------------------- -----------------------
David J. Butters 246,556 (4)(8) 2.47%
Norman G. Cohen 105,938 (5) 1.07%
Marshall A. Crowe 42,238 --
Louis S. Gimbel, 3rd 190,444 (6) 1.92%
Sheldon S. Gordon 15,000 --
Robert B. Millard 266,556 (8) 2.68%
Bruce A. Streeter 197,395 1.96%
Edward A. Guthrie 42,666 --
John E. (Gene) Leech 100,725 (7) 1.01%
David D.E. Kenwright 3,916 --
Kevin D. Mitchell 25,494 --
All directors and officers as a 1,235,678 11.93%
group (11 persons)
---------------------------------------------------
(1) Unless otherwise indicated below, the persons listed have sole voting
and investment power with respect to their shares of Common Stock.
(2) The amounts set forth in this column include the following shares of
Common Stock considered to be beneficially owned through the holder's ability to
exercise stock options to purchase such shares within 60 days: Mr. Butters -
59,138 shares; Mr. Cohen - 10,000 shares; Mr. Crowe - 34,569 shares; Mr. Gimbel
- 10,000; Mr. Gordon - 10,000; Mr. Millard - 10,000; Mr. Streeter - 163,976
shares; Mr. Guthrie - 32,666 shares; Mr. Leech - 73,656 shares; Mr. Kenwright -
1,666; Mr. Mitchell - 24,494 shares; and all directors and officers as a group -
354,999 shares.
(3) Less than one percent unless otherwise indicated.
(4) Includes 43,400 shares of Common Stock owned by trusts of which Mr.
Butters is the co-trustee and 40,200 shares beneficially owned by Mr. Butters'
wife, and with respect to which shares Mr. Butters has shared voting and
dispositive power.
(5) Includes 95,938 shares owned by a trust and with respect to which
shares Mr. Cohen may be deemed to have shared voting and dispositive power. Mr.
Cohen disclaims ownership of such shares, except to the extent of his pecuniary
interest therein.
(6) Includes 15,210 shares of Common Stock owned by trusts of which Mr.
Gimbel is the co-trustee, and with respect to which shares Mr. Gimbel has shared
voting and dispositive power.
(7) Includes 600 shared beneficially owned by Mr. Leech's children, and
with respect to which shares Mr. Leech has shared voting and dispositive power.
(8) Messrs. Butters and Millard are Managing Directors of Lehman Brothers
Inc., a subsidiary of Lehman Brothers Holdings Inc., the beneficial owner of
2,030,226 shares of Common Stock, representing 20.46% of the outstanding shares
of such Common Stock. These shares are excluded from the shares shown as
beneficially owned by Messrs. Butters and Millard in the table above. Lehman
Brothers Inc. was engaged as lead underwriter for a public offering of 1,500,000
shares of Common Stock (1,725,000 including the exercise of an over allotment
option) pursuant to an underwriting agreement dated March 18, 2002 and filed on
form 8-K on March 18, 2002. Although they disclaim beneficial ownership of these
shares, Messrs. Butters and Millard may have an interest in the profits of
Lehman Brothers Holdings Inc. in its investment by virtue of their employment at
Lehman Brothers Inc.
3
ELECTION OF DIRECTORS
Seven directors are to be elected at the Annual Meeting, each to hold
office until the next Annual Meeting or until his or her successor shall be duly
qualified and elected. The persons named in the enclosed proxy will vote the
shares covered thereby in favor of the nominees listed below unless specifically
instructed to the contrary. Although management of the Company does not
contemplate that any of the nominees will be unable to serve, if such a
situation arises prior to the meeting, the proxies will be voted for a
substitute to be named by the Board of Directors of the Company. The nominees
receiving a plurality of votes cast at the Annual Meeting will be elected as
directors. Abstentions and broker non-votes will not be treated as a vote for or
against any particular director and will not affect the outcome of the election
of directors.
NAME OF NOMINEES AGE YEAR FIRST BECAME DIRECTOR
------------------------------------- ------- -------------------------------
David J. Butters 61 1989
Norman G. Cohen 80 1972
Marshall A. Crowe 81 1978
Louis S. Gimbel, 3rd 73 1970
Sheldon S. Gordon 66 2001
Robert B. Millard 51 1989
Bruce A. Streeter 53 1997
David J. Butters is Chairman of the Board and is a member of the Executive,
Compensation and Audit Committees. He is a Managing Director of Lehman Brothers
Inc., where he has been employed for more than the past five years. Mr. Butters
is currently a director of the Board of Weatherford International, Inc. and
Anangel-American Shipholdings, Ltd., and a member of the Board of Advisors of
Energy International, N.V. Mr. Butters has served as a director of the Company
since its formation in 1996 and served as a director of GulfMark International,
Inc. (the "Predecessor") from 1989 until May 1, 1997 when GulfMark
International, Inc. was merged into Weatherford International, Inc. (the
"Merger").
Norman G. Cohen is Chairman of the Audit and Compensation Committees. He
has served as Chairman of Norman G. Cohen, Inc., consultants and mortgage
lenders, for more than five years and is a director of Brewster Wallcovering
Co., Randolf, Massachusetts. Mr. Cohen is a retired Vice-President of Amerada
Hess Corporation, and former Chairman of the National Parks and Conservation
Association. Mr. Cohen has served as a director of the Company since its
formation in 1996 and served as a director of the Predecessor from 1972 until
the Merger.
Marshall A. Crowe serves as a member of the Audit Committee. Since January
1978, Mr. Crowe has served as President of M. A. Crowe Consultants, Inc.,
providing consulting services in the energy and financial fields. For four years
prior thereto, he was Chairman of the National Energy Board of Canada and was
previously Chairman of the Board of Canada Development Corporation, which was
engaged in the business of making equity investments in Canadian enterprises.
Mr. Crowe is also of counsel at Johnston & Buchan, barristers and solicitors,
Ottawa, Canada. Mr. Crowe has served as a director of the Company since its
formation in 1996 and served as a director the Predecessor from 1978 until the
Merger. Mr. Crowe is a Canadian citizen.
Louis S. Gimbel, 3rd is a member of the Executive Committee. He is
Chairman, Chief Executive Officer and a Director of S. S. Steiner, Inc.,
Chairman of the Board of Hops Extract Corporation and Co-Manager of Stadelman
Fruit LLC. He has been employed by S.S. Steiner, Inc. for more than the past
five years. S. S. Steiner, Inc. is engaged in the farming, trading, processing,
importing and exporting of hops and other specialty crops. Mr. Gimbel has served
as a
4
director of the Company since its formation in 1996 and served as a director of
the Predecessor from 1970 until the Merger.
Sheldon S. Gordon is a member of the Audit and Compensation Committees. He
is Chairman of Rhone Group LLC, Union Bancaire Privee Asset Management LLC and
Union Bancaire Privee International Holdings, Inc. Mr. Gordon is currently a
director of Ametek, Inc., Anangel-American Shipholdings Limited, Ermis Maritime
Holdings, Ltd., Union Bancaire Privee, Holland Balanced Fund, New York Eye & Ear
Infirmary, Continuum Health Partners, Inc. and Island Community Medical
Services, Inc. Mr. Gordon has served as a director of the Company since February
2001.
Robert B. Millard is a member of the Executive and Compensation Committees.
He is a Managing Director of Lehman Brothers Inc., which is a subsidiary of
Lehman Brothers Holding Inc., where he has been employed for more than the past
five years. Mr. Millard also serves as a Director of Weatherford International,
Inc., L-3 Communications Corporation and Kirch Media. Mr. Millard has served as
a director of the Company since its formation in 1996 and served as a director
of the Predecessor from 1989 until the Merger.
Bruce A. Streeter has served as President and Chief Operating Officer of
the Company since January 1997. He was elected as director of the Company in
April 1997. He served as President of the Predecessor's Marine Division from
November 1990 until the Merger. Prior to November 1990, Mr. Streeter was with
Offshore Logistics, Inc. for a period of twelve years serving in a number of
capacities including General Manager Marine Division.
COMMITTEES AND MEETINGS OF DIRECTORS
Pursuant to the Company's By-Laws, the Board of Directors has established
several committees, including an Executive Committee, an Audit Committee and a
Compensation Committee. During the year ended December 31, 2001, the Board of
Directors met eight times, the Audit Committee met six times, and the
Compensation Committee met two times. During 2001 each director attended at
least 78% of the combined Board of Directors meetings and meetings of committees
of the Board on which he served.
Messrs. Butters, Cohen, Crowe and Gordon are the current members of the
Audit Committee. The Audit Committee makes recommendations to the Board
concerning the selection and discharge of the Company's independent auditors,
reviews professional services performed by the auditors, the plan and results of
their audit engagement and the fees charged for audit and non-audit services by
the auditors, and evaluates the Company's system of internal accounting
controls.
Although he is member of the Audit Committee, Mr. Butters is not an
independent director. He is employed by Lehman Brothers Inc., a subsidiary of
Lehman Brothers Holdings Inc., which as a result of its beneficial ownership of
20.46% of the Common Stock of the Company may be deemed an affiliate. The Board
of Directors has determined that Mr. Butters' membership on the Audit Committee
is in the Company's best interest. The Board of Directors based its
determination upon a review of Mr. Butters' extensive financial experience and
long relationship with the Company.
Messrs. Butters, Cohen, Gordon and Millard are the current members of the
Compensation Committee, the principal functions of which are to recommend to the
Board of Directors the salaries to be paid to the officers of the Company and
administer compensation and benefit plans of the Company.
Messrs. Butters, Gimbel and Millard are the current members of the
Executive Committee, which acts on behalf of the full Board of Directors between
regularly scheduled meetings of the Board of Directors.
The Company has no standing Nominating Committee.
DIRECTOR COMPENSATION
Each non-employee director of the Company is paid $1,000 for each meeting
of the Board of Directors and $500 for each Committee meeting of the Board of
Directors he attends in person. In addition, during 2001 a $3,125 quarterly
retainer was paid to each non-employee director of the Company. The Company also
has a retainer arrangement with
5
Mr. Butters pursuant to which he receives a retainer of $8,333 per month for
serving as Chairman of the Board. The Company furnishes Messrs. Cohen, Crowe and
Gimbel with a $250,000 life insurance policy.
Under our executive deferred compensation plan (the "EDC Plan") each
director may elect to defer up to 100% of any fees paid by us for distribution
after retirement or resignation from the Board of Directors. Under the EDC Plan,
deferred compensation can be used to purchase Company common stock or may be
retained by the Company and earn interest at Prime plus 2%. The first 7.5% of
compensation deferred must be used to purchase common stock and may be matched
by the Company. The matching portion vests prorata over five years based on the
individual director's years of service on the Board of Directors. We have
established a "Rabbi" trust to fund the stock portion of benefits under the EDC
Plan. The funds provided to the trust are invested by a trustee independent of
the Company in GulfMark common stock, which is purchased by the trustee on the
open market. The assets of the trust are available to satisfy the claims of all
general creditors of the Company in the event of bankruptcy or insolvency.
Distributions from the plan are made according to the directors' election in
shares of common stock for that portion deferred in common stock and in cash for
that portion retained by the Company in the Prime plus 2% account. Total
compensation paid in 2001 to the non-employee directors who have been nominated,
including director fees and retainers insurance premium and matching under the
EDC Plan area follows:
EDC
COMPENSATION MATCHING OTHER TOTAL
------------ -------- ------- --------
David J. Butters $ 124,500 $ 15,575 $ -- $140,075
Norman G. Cohen 23,500 2,925 12,757 39,182
Marshall A. Crowe 23,500 -- 24,086 47,586
Louis S. Gimbel, 3rd 20,500 2,156 11,119 33,775
Sheldon S. Gordon 18,000 2,550 -- 20,550
Robert B. Millard 21,500 2,700 -- 24,200
On May 6, 1999, each of the Company's directors received options to
purchase shares of Common Stock under the Amended and Restated 1993 Non-Employee
Director Stock Option Plan (the "Director Plan"). The Director Plan provides for
similar grants of options to non-employee directors in 2002 and 2005. As of
March 28, 2002, there were 133,707 option shares outstanding under the Director
Plan and 94,310 shares available for grant upon the election of a new director
or under the automatic grant provisions discussed above.
REQUIRED VOTE FOR ELECTION OF DIRECTORS
Election as directors of the persons nominated in this Proxy Statement will
require the vote of the holders of a majority of the shares of Common Stock
present or represented by proxy and entitled to vote at a meeting at which a
quorum is present.
THE MANAGEMENT RECOMMENDS A VOTE "FOR" ELECTION AS DIRECTORS OF THE PERSONS
NOMINATED HEREIN.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Company is or was an officer
or employee of the Company or had any relationship requiring disclosure under
applicable rules, except that Mr. Butters has a retainer arrangement with the
Company described above pursuant to which Mr. Butters receives $8,333 per month
for serving as Chairman of the Board of the Company. In 2001, Mr. Butters
received $124,500 in director fees and retainers. During the 2001 fiscal year,
no executive officer of the Company served as (a) a member of the compensation
committee of another entity, one of whose executive officers served on the
Compensation Committee of the Company, (b) a director of another entity, one of
whose executive officers served on the Compensation Committee of the Company, or
(c) a member of the compensation committee of another entity, one of whose
executive officers served as a director of the Company.
6
EXECUTIVE OFFICERS AND COMPENSATION
The following are executive officers and key employees of the Company, who
serve at the discretion of the Board of Directors.
NAME POSITION AGE
----------------------------------- ----------------------------------------------------- -------------
Bruce A. Streeter President and Chief Operating Officer 53
Edward A. Guthrie Executive Vice President - Finance, Chief Financial 57
Officer, Secretary and Treasurer
John E. (Gene) Leech Executive Vice President - Operations 49
David D.E. Kenwright Vice President - North Sea Operations 55
Kevin D. Mitchell Controller and Assistant Secretary 33
Bruce A. Streeter has served as President and Chief Operating Officer of
the Company since January 1997. He was elected as director of the Company in
April 1997. He served as President of the Predecessor's Marine Division from
November 1990 until the Merger. Prior to November 1990, Mr. Streeter was with
Offshore Logistics, Inc. for a period of twelve years serving in a number of
capacities including General Manager Marine Division.
Edward A. Guthrie was elected Executive Vice President - Finance, Chief
Financial Officer, Secretary and Treasurer of the Company in July 1999. Prior to
that date, Mr. Guthrie served in a number of capacities with Cliffs Drilling
Company ("Cliffs") and its former parent company for a period of 25 years, most
recently serving as Vice President-Finance and Chief Financial Officer prior to
Cliffs' merger with R&B Falcon Corporation.
John E. (Gene) Leech was named Executive Vice President - Operations of the
Company in February 2001 after having served as Vice President - Operations from
January 1997. He served as Vice President of Predecessor's Marine Division from
its formation in November 1990 until the Merger. Prior to November 1990, Mr.
Leech was with Offshore Logistics, Inc. for a period of fifteen years serving in
a number of capacities, including Manager Domestic Operations and International
Operations Manager.
David D.E. Kenwright was elected Vice President-North Sea Operations in May
2001. Mr. Kenwright became the Managing Director of the Company's North Sea
subsidiary in January 2001, having previously held the post of Division Manager
from January 1, 1994, following GulfMark's acquisition of BP Shipping's offshore
support vessel fleet. Prior to joining Gulfmark, Mr. Kenwright was employed by
BP for a period of 28 years, during which time he held various technical and
commercial posts, the last of which was Division Manager of their offshore
support vessel fleet.
Kevin D. Mitchell was elected Controller and Assistant Secretary of the
Company in January 1997. He served as Controller and Assistant Secretary of the
Predecessor from September 1996 until the Merger. Prior to that, Mr. Mitchell
served as Controller for one year with E-Stamp Corporation, a start-up software
company, having previously completed five years with Arthur Andersen LLP.
The aggregate compensation paid by the Company for services rendered during
the last three years in all capacities to the highest paid executive officers
whose total annual salary and bonus exceeded $100,000 during the year ended
December 31, 2001 was as follows:
7
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------------- --------------
AWARDS
--------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
------------------------------- ------- ----------- ------------ ---------------- -------------- -------------
Bruce A. Streeter 2001 $225,000 $180,000 $ 21,094 35,000 $ 4,204(2)
President and Chief 2000 220,000 140,000 -- 30,000 3,895
Operating Officer 1999 195,000 100,000 -- 33,000 3,172
Edward A. Guthrie(3) 2001 $190,000 $90,000 $ 17,813 18,000 3,346(2)
Executive Vice President - 2000 190,000 75,000 -- 15,000 3,375
Finance, Chief Financial 1999 92,199 45,000 -- 25,000 46
Officer, Secretary, and
Treasurer
John E. (Gene) Leech 2001 $170,000 $120,000 $ 15,938 18,000 3,580(2)
Executive Vice President 2000 145,000 75,000 -- 15,000 3,580
- Operations 1999 140,000 65,000 -- 14,000 2,929
David D.E. Kenwright 2001 $117,597 $50,000 $ 7,500 5,000 18,530
Vice President - 2000 93,189 26,534 -- -- 17,176
North Sea Operations 1999 96,536 32,362 -- -- 13,147
Kevin D. Mitchell 2001 $93,500 $20,000 $ 8,766 7,000 1,668(2)
Controller and Assistant 2000 87,500 15,000 -- 5,000 1,566
Secretary 1999 82,500 12,500 -- 3,500 1,170
-------------------------------
(1) Other Annual Compensation includes the matching of amounts by us under
the EDC Plan. Under the EDC Plan, each officer may elect to defer up to 50% of
salary and a minimum of 10% of bonus paid by us for distribution after
retirement, resignation from the Company, or death. As of December 31, 2001,
Messrs. Streeter, Guthrie, Leech, Kenwright, and Mitchell had 1,092, 922, 825,
1,916 and 454 shares of common stock allocated to their respective accounts.
(2) Includes matching contributions made by the Company pursuant to its
401(k) savings plan of $2,100 each for Messrs. Streeter, Guthrie, and Leech, and
$1,302 for Mr. Mitchell, life insurance premiums of $1,630, $616, and $1,010 for
Messrs. Streeter, Guthrie, and Leech, respectively, and other insurance premiums
of $474, $630, $470, and $366 for Messrs. Streeter, Guthrie, Leech and Mitchell,
respectively.
(3) Mr. Guthrie joined the Company as Executive Vice President, Secretary
and Treasurer on July 6, 1999.
A subsidiary of the Company entered into employment agreements with Messrs.
Streeter, Leech and Guthrie. Effective as of July 1, 2000, Mr. Streeter is
entitled to be employed as President of the Company and certain of its
subsidiaries and to receive an annual salary of not less than $220,000 for each
year during the three year term of his agreement. Effective as of July 1, 2001,
Mr. Leech is entitled to be employed as a Vice President of the Company and
certain of its subsidiaries and to receive an annual salary of not less than
$170,000 for each year during the two year term of his agreement. Effective July
6, 2001, Mr. Guthrie is entitled to be employed as a Executive Vice President
and Chief Financial Officer of the Company and certain of its subsidiaries and
to receive an annual salary of not less than $190,000 for each year during the
two year term of his agreement. In addition to annual salary, Messrs. Streeter,
Leech and Guthrie may receive a discretionary bonus. Prior to a change of
control of the Company or after twelve months after a change of control of the
Company, any termination of Messrs. Streeter's, Leech's or Guthrie's employment
without cause, or their respective resignations in certain circumstances, would
entitle the terminated or resigning officer to the payment of his
8
annual salary for the time remaining under the term of his employment agreement
and the proportionate share of his annualized bonus for the previous fiscal year
for the time remaining under the term of his employment agreement, together with
certain other benefits and any unpaid salary, bonus amount, deferred
compensation and vacation pay accrued to the date of termination. Within twelve
months after a change of control of the Company, any termination of Messrs.
Streeter's, Leech's or Guthrie's employment without cause, or their respective
resignation in certain circumstances, would entitle the terminated or resigning
officer to the payment of two times his annual salary and two times his
annualized bonus for the previous fiscal year, together with certain other
benefits and any unpaid salary, bonus amount, deferred compensation and vacation
pay accrued to the date of termination, less any amount paid under the agreement
upon the change of control. Upon a change of control of the Company, Mr.
Streeter would be entitled to the payment of two times his annual salary and two
times his annualized bonus for the previous fiscal year. Pursuant to the
agreements, the Company is responsible for the payment and performance of the
subsidiary's obligations under the agreements.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM
-----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS(1) EMPLOYEES IN OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
---------------------------- --------------- -------------- ----------- ----------- ------------ --------------
Bruce A. Streeter 35,000 36.84% $ 32.54 2/27/11 $ 716,248 $1,815,113
Edward A. Guthrie 18,000 18.95% $ 32.54 2/27/11 368,356 933,487
John E. (Gene) Leech 18,000 18.95% $ 32.54 2/27/11 368,356 933,487
David D.E. Kenwright 5,000 5.26% $ 32.54 2/27/11 102,321 259,302
Kevin D. Mitchell 7,000 7.37% $ 32.54 2/27/11 143,250 363,023
----------------------------
(1) One-third of the options granted become exercisable at each of one
year, two years and three years, respectively, from the date of grant.
The following table represents the total number of options to purchase the
Company's Common Stock held by the named executive officers of the Company at
December 31, 2001.
9
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
------------------------------ --------- ----------- ---------------------- ------------------------
Bruce A. Streeter -- $ -- 131,310 / 66,000 $1,812,026 / $446,641
Edward A. Guthrie -- $ -- 21,666 / 36,334 $273,063 / $241,525
John E. (Gene) Leech -- $ -- 57,989 / 32,667 $811,844 / $210,697
David D.E. Kenwright -- $ -- 1,666 / 3,334 -- / --
Kevin D. Mitchell -- $ -- 20,327 / 11,501 $306,955 / $64,352
------------------------------
(1) Value based on the difference between the market value of the Common
Stock on December 31, 2001 and the exercise price. The actual value, if any, of
the unexercised option will be dependent upon the market price of Common Stock
at the time of exercise.
Non-employee directors of the Company also own outstanding options to
purchase shares of Common Stock, as further described under the caption
"Election of Directors-Director Compensation".
AUDIT COMMITTEE REPORT
The Audit Committee Charter, a copy of which is attached as Appendix A,
governs the operations of the Audit Committee. The Audit Committee oversees the
Company's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the Committee reviewed the audited financial
statements in the Annual Report with management including a discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditors' independence from management and the
Company including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of nonaudit
services with the auditors' independence.
The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Committee held six meetings during fiscal year 2001.
In reliance on the reviews and discussion referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2001 subsequently filed with the Securities and
Exchange Commission. The Committee
10
and the Board have also recommended, subject to stockholder approval, the
selection of Ernst & Young LLP as the Company's independent auditors.
Audit Fees
Fees for the fiscal year 2001 audit and the review of Forms 10-Q are
$158,000, of which an aggregate amount of $114,500 has been billed through
December 31, 2001.
Financial Information Systems Design and Implementations Fees
Ernst & Young LLP did not render any services related to financial
information systems design and implementation for the fiscal year ended December
31, 2001.
All Other Fees
Aggregate fees billed for all other services rendered by Ernst & Young LLP
for the fiscal year ended December 31, 2001 are $106,550.
Audit Committee of the Board of Directors:
Norman G. Cohen, Audit Committee Chairman
David J. Butters, Audit Committee Member
Marshall A. Crowe, Audit Committee Member
Sheldon S. Gordon, Audit Committee Member
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of GulfMark Offshore,
Inc. (the "Committee") is pleased to present this report on the compensation
policies of the Company for its executive officers. This report sets forth the
major components of executive compensation and the basis by which 2002
compensation determinations were made by the Committee with respect to the
executive officers of the Company, including the executive officers who are
named in the compensation tables shown above. The Committee is comprised of four
directors who are not employees of the Company.
Compensation Philosophy
The executive compensation program of the Company has been designed to
motivate, reward, attract and retain the management deemed essential to ensure
the success of the Company. The program seeks to align executive compensation
with Company objectives, business strategy and financial performance. In
applying these principles, the Compensation Committee seeks to:
o Reward executives for long-term strategic management and the enhancement of
stockholder value;
o Support an environment that rewards performance with respect to Company
goals, as well as Company performance relative to industry competitors;
o Integrate compensation programs with the short and long-term strategic plans
of the Company;
o Attract and retain key executives critical to the long-term success of the
Company
o Align the interests of executives with the long-term interests of
stockholders through award opportunities that an result in ownership of
Common Stock.
Compensation Program Components
The compensation programs of the Company for its executive officers and key
employees are generally administered by or under the direction of the Committee
and are reviewed on an annual basis to ensure that remuneration levels and
benefits are competitive and reasonable using the guidelines described above.
The Committee reviews and recommends the specific base salary and bonus
compensation of the Company's executive officers. The particular elements of the
compensation programs for such persons are set forth in more detail below.
11
Employment Agreements - A subsidiary of the Company has entered into
Employment Agreements with its President, Executive Vice President - Finance and
Executive Vice President - Operations. The purpose of the Employment Agreements
are (i) to assure that the Company will have the continued dedication of the
executive, notwithstanding the possibility, threat or occurrence of a change of
control, (ii) to diminish the inevitable distraction of the executive resulting
from the uncertainties and risks created by a pending or threatened change of
control and (iii) to provide the executive with compensation and benefits
arrangements upon a change of control that are competitive with those of other
corporations.
Base Salary - Base salary levels are primarily determined by the Committee
at levels the Committee deems necessary or appropriate to attract the level of
competence needed for the position. Base salary levels are reviewed annually
based on individual performance, industry conditions and market considerations.
The Committee believes that base salary levels for the Company's executive
officers are competitive within a range that is considered to be reasonable and
necessary.
Performance Bonus - The Company provides incentive compensation to its
executive officers and key employees in the form of annual cash bonuses relating
to financial and operational achievements during the prior year. The amount and
form of such bonuses is determined by the Committee based primarily upon an
analysis of the officer's job performance and the specific accomplishments of
the officer during the preceding calendar year. In the case of corporate
financial officers, incentive compensation decisions are made primarily on the
basis of the assistance and performance of the officer in implementing corporate
objectives within the scope of his or her responsibilities. In the case of
operational officers, incentive compensation decisions are made primarily on the
basis of the operational results of the business operations for which the
officer is responsible. Although the achievement of certain financial objectives
as measured by a business segment's earnings are considered in determining
incentive compensation, other subjective and less quantifiable criteria are also
considered. In this regard, the Committee takes into account specific
operational achievements that are expected to affect future earnings and results
or that had an identifiable impact on the prior year's results.
Incentive Equity Plan - The Company also provides long-term incentive
compensation to its executive officers and key employees through stock options.
The use of stock options is intended to provide incentives to the Company's
executive officers and key employees to work toward the long-term growth of the
Company by providing them with a benefit that will increase only to the extent
the value of the Common Stock increases. Options are not granted by the
Committee as a matter of course as part of the regular compensation of any
executive or key employee. The decision to grant an option is based on the
perceived incentive that the grant will provide and the benefits that the grant
may have on long-term stockholder value. The determination of the number of
shares granted is based on the level and contribution of the employee.
Consideration is also given to the anticipated contribution of the business
operations for which the optionee has responsibility to overall stockholder
value. The stock options which are currently outstanding are subject to vesting
over a number of years and have exercise prices based on the market price of the
Common Stock at the date of grant. Stock options were granted in 1990 after the
acquisition of the offshore marine services segment, on two occasions in 1996,
after the successful completion of the spin-off in 1997, and again in 1998-2001.
Discussion of 2001 Compensation for the Executive Officers Named in the Tables
Above
The Company does not have a Chief Executive Officer. Mr. Bruce Streeter
serves as the President and Chief Operating Officer of the Company. The base
salary for Mr. Streeter was increased in 2001 after a review of comparable
salaries of executives in the offshore transportation industry as well as the
salaries of executives of similar sized companies in the oil service industry.
Mr. Streeter's 2001 bonus was determined following a review of the financial
results of the Company and specific achievements by Mr. Streeter in managing the
Company's operations throughout 2001 as the Company grew through the acquisition
of eight vessels and the on time/budget delivery of the first of the nine
newbuild vessels.
The base salary established at the time of the hiring of Mr. Guthrie,
Executive Vice President - Finance, Secretary and Treasurer, in 1999 was
primarily based on the Committee's general understanding of ranges of
compensation for financial executives of companies similar in size and
complexity to the Company and remained unchanged throughout
12
2001. Mr. Guthrie's 2001 bonus was based on the Committee's evaluation of his
individual performance in assisting the Company in achieving its corporate and
strategic objectives in 2001.
The base salary for Mr. Leech, Executive Vice President - Operations, was
increased in 2001 based on individual performance, the size of the Company's
operations, as well as a review of compensation for executives in similar
positions with industry peers. Mr. Leech's 2001 bonus was determined following a
review of the financial results of the Company's operations for which Mr. Leech
has responsibility and the specific achievements by Mr. Leech in meeting the
Company's objectives in 2001.
Tax Considerations
During 1993, Congress enacted legislation that could have the effect of
limiting the deductibility of executive compensation paid to each of the five
highest paid executive officers. This legislation provides that compensation
paid to any one executive in excess of $1,000,000 will not be deductible unless
it is performance-based and paid under a plan that has been approved by
stockholders. The Committee considers the application of this legislation when
reviewing executive compensation; however, the limitation on deductibility of
executive compensation has not had any impact on the Company to date.
Summary
After review of the Company's existing programs, the Committee believes
that the Company's executive compensation program is reasonable and provides a
mechanism by which compensation is appropriately related to corporate and
individual performance so as to align the interest of the Company's executive
officers with the interest of stockholders on both a long and short-term basis.
Compensation Committee of the Board of Directors:
David J. Butters
Norman G. Cohen
Sheldon S. Gordon
Robert B. Millard
PERFORMANCE GRAPH
The following performance graph and table compare the cumulative return on
the Company's Common Stock to the Dow Jones Total Market Index and the Dow Jones
Oilfield Equipment and Services Index (which consists of Baker Hughes Inc., BJ
Services Co., Cooper Cameron Corp., Core Laboratories N.V., Friede Goldman
Halter Inc., Global Industries Ltd., Halliburton Co., Hanover Compressor Co.,
Input/Output Inc., Key Energy Services Inc., Lone Star Technologies Inc.,
Maverick Tube Corp., National-Oilwell Inc., Newpark Resources Inc., Oceaneering
International Inc., Offshore Logistics Inc., Schlumberger Ltd. N.V., Seacor Smit
Inc., Seitel Inc., Smith International Inc., Superior Energy Services Inc.,
Tidewater Inc., Trico Marine Services, Varco International Inc., Veritas DGC
Inc., and Weatherford International Inc.) for the periods indicated. The graph
assumes (i) the reinvestment of dividends, if any, and (ii) the value of the
investment of the Company's Common Stock and each index to have been $100 at May
1, 1997 (A), for the Company's Common Stock and December 31, 1996 for each
index.
13
--------------------------------------------------------------------------------
COMPARISON OF CUMULATIVE TOTAL RETURN
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
GulfMark Offshore, Inc. 100(A) 228 109 101 196 195
Dow Jones Total Market Index 100 132 165 202 183 161
Dow Jones Oilfield Equipment and Services Index 100 149 82 110 163 113
(A) In lieu of December 31, 1996, the first day of active trading of the
Company's Stock, May 1, 1997, is used for GulfMark Offshore, Inc.
--------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater-than-ten percent stockholders are required by
the regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on the Company's review of the copies of such forms received
by it, or written representations from certain reporting persons that no Form 5
reports were required for those persons, the Company believes that all filing
requirements applicable to its officers and directors and greater-than ten
percent beneficial owners during the 2001 fiscal year were complied with, except
that Mr. Marshall A. Crowe, a director of the Company, filed one late report
reflecting one transaction that was not reported on a timely basis.
PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee has recommended the selection of Ernst & Young LLP
("Ernst & Young") to examine the financial statements of the Company for fiscal
year 2001. Ernst & Young served as GulfMark's auditors since the year ended
December 31, 2000, after replacing Arthur Andersen LLP ("Arthur Andersen") who
had served as the Company's auditors from 1961 to 1999 except for the year ended
December 31, 1983. On April 10, 2000, the Company elected not to continue the
engagement of Arthur Andersen as the Company's independent public accountants
and engaged Ernst & Young as its new independent public accountants. The
decision to change the Company's independent public accountants was recommended
by the Company's Audit Committee and approved by the Board of Directors. This
action was ratified by the stockholders on May 18, 2000, at the annual
stockholders' meeting.
14
Arthur Andersen's reports on the Company's financial statements for the
year ended December 31, 1999 did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope, or accounting principles.
Ernst & Young's reports on the Company's financial statements for the year
ended December 31, 2000 did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the year ended December 31, 1999, and the subsequent interim period
preceding the decision to change independent public accountants, there were no
disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
if not resolved to the satisfaction of Arthur Andersen, would have caused it to
make a reference to the subject matter of the disagreement(s) in connection with
its reports covering such periods.
During the year ended December 31, 2000 and 2001, and the prior interim
period following the decision to change independent public accountants, there
were no disagreements with Ernst & Young on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which if not resolved to the satisfaction of Ernst & Young, would have caused it
to make a reference to the subject matter of the disagreement(s) in connection
with its reports covering such periods.
During the year ended December 31, 1999, and the subsequent interim period
preceding the decision to change independent public accountants, neither the
Company nor anyone on its behalf consulted Ernst & Young regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, nor did Ernst & Young provide to the Company
a written report or oral advice regarding such principles or audit opinion.
In addition to audit services, Ernst & Young also provided certain
non-audit services to the Company in 2001. The Audit Committee has considered
whether the provision of these additional services is compatible with
maintaining the independence of Ernst & Young. A representative of Ernst & Young
will be available at the conclusion of the meeting to respond to appropriate
questions.
REQUIRED VOTE
The selection of Ernst & Young is submitted for ratification by stockholders
at the Annual Meeting. If stockholders do not ratify the selection of Ernst &
Young, the selection of independent public accountants will be reconsidered by
the Audit Committee. Ratification will require the vote of the holders of a
majority of the shares of Common Stock present or represented by proxy and
entitled to vote at a meeting at which a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING
DECEMBER 31, 2002.
PROPOSAL TO AMEND THE 1997 INCENTIVE EQUITY PLAN
General. The Company's 1997 Incentive Equity Plan was adopted by the Board
of Directors on December 11, 1997, and approved by the stockholders on May 14,
1998. A total of 200,000 shares of Common Stock were initially reserved under
the Plan. On April 18, 2000, the Board of Directors approved an amendment to the
Plan increasing the number of shares reserved for issuance thereunder (including
the number of shares that may be issued upon exercise of options intended to
constitute incentive stock options) by 150,000 shares to an aggregate of 350,000
shares, subject to adjustment as provided in the Plan. On February 27, 2002, the
Board of Directors approved an amendment to the Plan increasing the number of
shares reserved for issuance thereunder (including the number of shares that may
be issued upon exercise of options intended to constitute incentive stock
options) by 250,000 shares to an aggregate of 600,000 shares, subject to
adjustment as provided in the Plan and approval by the stockholders. The Board
of Directors believes that it is in the Company's best interests to amend the
Plan and increase the number of shares reserved for issuance thereunder in order
15
to continue to provide ongoing incentive to the Company's employees in the form
of options to purchase the Company's Common Stock.
Purpose. The purpose of the Plan is to (i) attract and retain as employees
persons eligible to participate in the Plan; (ii) motivate participants, by
means of appropriate incentive, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with those of other
similar companies; and (iv) further identify participant's interests with those
of the Company's other stockholders through compensation based on the Company's
Common Stock. The closing price of the Company's Common Stock as reported on the
Nasdaq National Market System on March 28, 2002 was $__.__ per share.
Permitted Awards; Eligibility. The Plan permits the granting of any or all
of the following types of awards ("Awards"): stock options to purchase shares of
the Company's Common Stock ("Options"), stock appreciation rights ("SARs"), and
rights to receive shares of the Company's Common Stock (or their cash
equivalent) in the future ("Stock Awards"). Options granted under the Plan may
be either incentive stock options within the meaning of Section 422(b) of the
Internal Revenue Code of 1986 ("Incentive Stock Options") or options which do
not constitute Incentive Stock Options ("Nonqualified Stock Options"). All
employees of the Company or any related company, as well as all individuals to
whom a bona fide written offer of employment has been extended by the Company or
any related company, are eligible to receive Awards pursuant to the Plan. At the
current time, approximately 500 persons are eligible to participate in the Plan.
Administration and Amendment of the Plan. Except as hereinafter provided,
the Board of Directors or the Committee may at any time withdraw or from time to
time amend the Plan and the terms and conditions of any Award not theretofore
granted, and the Board of Directors or the Committee, with the consent of the
affected holder of an Award, may at any time withdraw or from time to time amend
the Plan and the terms and conditions of such Award as have been theretofore
granted. Notwithstanding the foregoing, neither the Board of Directors nor the
Committee shall (a) amend the Plan without the approval of the stockholders, if
such approval is required by Section 422 or 162(m) of the Code, (b) materially
amend the Plan without stockholder approval, or (c) without stockholder approval
re-price any outstanding Award by either amending such Award to reduce the
exercise price, purchase price or grant date Fair Market Value per Share thereof
or canceling such Award and re-granting or replacing such Award as or with an
Award having a lower exercise price, purchase price or grant date Fair Market
Value per Share.
The Committee shall have the sole authority to (i) determine the
individuals to whom Awards shall be made under the Plan, (ii) determine the
type, size and terms of the Award to be made to each such individual, (iii)
determine the time when the Awards will be made and the duration of any
applicable exercise or restriction period, including the criteria for
exercisability and the acceleration of exercisability and (iv) deal with any
other matters arising under the Plan.
The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and for
the conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interest in the Plan or in any
Awards granted hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Corporation, not as a fiduciary,
and in keeping with the objectives of the Plan and need not be uniform as to
similarly situated individuals.
Shares Subject to the Plan. The maximum number of shares of Common Stock
that may be delivered to participants and their beneficiaries pursuant to the
Plan is currently 350,000 shares of Common Stock and will increase to 600,000
shares of Common Stock if the proposed amendment is approved by the
stockholders; provided, however, that the maximum number of shares of Common
Stock that may be issued pursuant to Stock Awards (including restricted stock)
shall be 50,000 shares. The maximum number of shares that may issued upon
exercise of Options intended to be Incentive Stock Options is currently 350,000
shares of Common Stock and will increase to the maximum number of shares that
may be delivered from time to time pursuant to the Plan, or 600,000 shares of
Common Stock, if the proposed amendment is approved by the stockholders. The
maximum number of shares that may be covered by Awards granted to any one
individual pursuant to Stock Options or SAR's is 100,000 shares during any three
consecutive calendar years. The maximum payment that can be made for Awards
granted to any one individual pursuant to Stock Awards shall be $500,000 for any
single or combined performance goals established for any annual performance
period. If a Stock
16
Award is, at the time of grant, denominated in shares, the value of the shares
for purposes of determining this maximum individual payment amount will be the
fair market value of the Company's Common Stock on the first day of the
applicable performance period.
To the extent any shares of Common Stock covered by an Award are not
delivered because the Award is forfeited, canceled or settled in cash, such
shares shall not be deemed to have been delivered for purposes of determining
the maximum number of shares of Common Stock available pursuant to the Plan. In
the event of a corporate transaction affecting the capitalization of the
Company, the Committee may adjust (i) the number and kind of shares which may be
delivered under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, (iii) the exercise price of outstanding Options and SARs,
and (iv) such other items the Committee determines to be equitable.
Exercise Price. The exercise price of each Option and SAR granted pursuant
to the Plan shall be established by the Committee at the time of grant, but the
exercise price shall be not less than the fair market value of a share of the
Company's Common Stock as of the date on which the Option or SAR is granted. For
purposes of the Plan, the "fair market value" of the Company's Common Stock
shall be (i) if the Company's Common Stock is listed on any stock exchange, the
mean between the lowest and highest reported sale price of the Company's Common
Stock on the date in question, or (ii) if the Company's Common Stock is not
listed on a stock exchange, the mean between the lowest reported bid price and
highest reported asked price of the Common Stock on the date in question in the
over-the-counter market.
Terms and Conditions. Options and SARs shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee. No Option may be exercised prior to the date on which the
participant completes one continuous year of employment with the Company or a
related company after the date of grant, unless the Committee permits otherwise
following a change of control or the death or disability of the participant. If
the right to become vested in a Stock Award is conditioned on the completion of
a specified period of service with the Company or any related company, without
achievement of performance measures or other objectives being required as a
condition of vesting, then the required period of service for vesting shall be
not less than one year; provided, however, that the Committee may permit
accelerated vesting following a change of control or the death or disability of
the participant.
Option Expiration. Options shall expire on the date established by the
Committee at the time of grant, but the expiration date shall be no later than
the earliest to occur of (i) the ten-year anniversary of the date on which the
Option was granted, (ii) one year following the termination of employment of a
participant due to death or disability; (iii) three years following the
termination of employment of a participant due to qualifying retirement; or (iv)
ninety days following the termination of employment of a participant for any
other reason.
Transferability. The Committee may authorize all or a portion of any Award
(other than Incentive Stock Options) to be granted on terms which permit
transfer by the participant to the spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers or grandchildren of the participant
and to certain trusts, partnerships or limited liability companies related to
the participant. Except as set forth in the Plan and in the applicable
agreement, no Awards shall be transferred, assigned, sold, pledged, mortgaged or
encumbered by the participant otherwise than by will or by the laws of descent
and distribution or pursuant to a qualifying domestic relations order.
Effective Date; Duration. The Plan became effective on December 11, 1997.
The Plan is unlimited in duration; provided, however, that no Incentive Stock
Options may be granted under the Plan on a date that is more than ten years from
the date the Plan was adopted by the Board. In the event of Plan termination,
the Plan shall remain in effect as long as any Awards under the Plan remain
outstanding.
Federal Income Tax Consequences. The following is a description of the
Federal income tax consequences of certain transactions that may occur under the
Plan. This summary is not intended to be exhaustive. It does not attempt to
describe the Federal income tax consequences of each possible transaction under
the Plan, nor does it describe any state, local or foreign tax consequences of
any transactions under the Plan. Since the application of the general tax
consequences described herein may vary depending on individual circumstances,
each participant is urged to consult his or her own tax advisor regarding the
Federal, state, local or foreign tax consequences of transactions under the
Plan.
17
Incentive Stock Options. Generally, Incentive Stock Options will not result
in any taxable income to the optionee (and, therefore, the Company will not be
entitled to any deduction) either upon the grant thereof or upon the timely
exercise thereof. However, the excess of the fair market value of the shares of
Common Stock acquired on the date of exercise over the option exercise price
will be included in the optionee's alternative minimum taxable income. Upon a
subsequent sale or disposition of shares of Common Stock obtained upon the
exercise of an Incentive Stock Option, the optionee must recognize a taxable
gain to the extent of the difference between the amount realized on the sale and
the exercise price. If applicable holding period requirements are met (i.e., if
the date of sale or disposition of such shares is at least two years after the
date of the grant of the option and at least one year after the exercise of the
option), the optionee will be entitled to long-term capital gain treatment upon
the sale or disposition of the shares on the excess, if any, of the amount
received from the sale over the optionee's basis in the option stock.
The Company generally will not be allowed a deduction with respect to the
granting of an Incentive Stock Option pursuant to the Plan. However, if an
optionee fails to meet the holding period requirements, any gain realized by the
optionee upon sale or disposition of the shares transferred to him upon exercise
of any Option will be treated as ordinary income (rather than capital gain) in
the year of such sale or disposition to the extent of the excess, if any, of the
fair market value of the shares at the time of exercise (or, if less, in certain
cases the amount realized on such sale or disposition) over the exercise price.
Additionally, the amount of ordinary income realized will be added to the
optionee's basis in the option stock, and the Company will be allowed a
corresponding deduction.
Non-Qualified Stock Options. The grant of Non-Qualified Stock Options will
not result in any taxable income to the recipient or a deduction for the
Company. However, the recipient will realize ordinary income at the time the
Option is exercised and the exercise price is paid in cash. In general, the
ordinary income realized at exercise will be the excess, if any, of the fair
market value of the shares at the time of exercise over the exercise price. The
Company will be entitled to a corresponding deduction if the tests for
compensation are satisfied and the Company withholds the appropriate amount of
taxes. The subsequent sale of shares received through the exercise of
Non-Qualified Stock Options will be subject to capital gains treatment on the
difference between the sale price and the basis of the stock (generally the fair
market value of the stock at the time of exercise).
REQUIRED VOTE
Approval of the proposed amendment to the Plan will require the affirmative
vote of the holders of majority of the shares of Common Stock represented, in
person or by proxy, and entitled to vote at the Annual Meeting. Abstentions will
be counted as shares entitled to vote for approval of the Plan, but will have
the same effect as a vote against the proposal. Broker non-votes are not counted
as shares entitled to vote and will have no effect on the outcome.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED PLAN,
AND ALL PROXIES WILL BE SO VOTED UNLESS A CONTRARY SPECIFICATION IS MADE
THEREON.
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
The Articles of Incorporation, as amended, of GulfMark Offshore, Inc.
currently authorize the Company to issue up to 15 million (15,000,000) shares of
Common Stock, $.01 par value per share, and two million (2,000,000) shares of
Preferred Stock, no par value. The Company proposes that the Articles of
Incorporation be further amended to provide thirty million (30,000,000)
authorized shares of Common Stock, $.01 par value and two million (2,000,000)
shares of Preferred Stock, no par value.
The increase in the number of authorized shares of Common Stock will be
effected through an amendment to the first paragraph of Article IV of the
Company's Articles of Incorporation. As amended, such paragraph would read as
follows:
FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is 32,000,000, consisting of 2,000,000 shares of
Preferred Stock, without par value (hereinafter called "Preferred Stock"),
and 30,000,000 shares of Common Stock, of the par value of $0.01 per share
(hereinafter called "Common Stock").
18
The Board believes that it is prudent to increase the number of authorized
shares of Common Stock in order to provide a reserve of shares available for
issuance to meet business needs. Like most corporations, the Company has
historically maintained a substantial reserve of authorized but unissued shares
in order to avoid the time and expense of seeking stockholder approval each time
it needs to make a new issuance of Common Stock.
The Board of Directors may deem it in the best interests of the
stockholders to issue Common Stock in the pursuit of establishing strategic
relationships with corporate partners, providing equity incentives to employees,
officers or directors, or effecting stock splits or dividends. The additional
shares of Common Stock authorized may also be used for additional public
offerings or for acquisitions or investments in complementary business. Although
the Board of Directors has no current intention of issuing shares pursuant to
establishing strategic relationships, it has a history of issuing shares related
to providing equity incentives to key personnel. Additionally, upon approval of
the increase in the number of authorized shares and depending upon various
market conditions, the Board of Directors will be considering the issuance of
shares through either a stock dividend or a stock split over the balance of
2002.
In addition, the Board of Directors could use authorized but unissued
shares to create impediments to a takeover or a transfer of control of the
Company. Although the Board currently has no intention of adopting a rights
plan, implementation of the operative provisions of a rights plan may, under
certain circumstances, require an increase in the number of authorized shares of
Common Stock. Accordingly, the increase in the number of authorized shares of
Common Stock may deter a future takeover attempt which holders of Common Stock
may deem to be in their best interest or in which holders of Common Stock may be
offered a premium for their shares over the market price. The Board of Directors
is not currently aware of any attempt to take over or acquire the Company. While
it may be deemed to have potential anti-takeover effects, the proposed amendment
to increase the authorized number of shares of Common Stock is not prompted by
any specific effort or takeover threat currently perceived by management.
Approval of the increase in the number of authorized shares of Common Stock
would not affect the rights, privileges and preferences of the holders of
currently outstanding Common Stock of the Company, except for effects incidental
to increasing the number of shares of the Common Stock outstanding.
The Board of Directors may cause the issuance of additional shares of
Common Stock without further vote of the stockholders of the Company, except as
provided under Delaware corporate law or under the rules of any national
securities exchange on which shares of Common Stock are then listed. Current
holders of Common Stock have no preemptive or like rights, which means that
current stockholders do not have a prior right to purchase any new issue of
capital stock of the Company in order to maintain their ownership interest
therein.
The issuance of other additional shares of Common Stock would decrease the
proportionate equity interest of the Company's current stockholders and
depending upon the price paid of such additional shares, could result in
dilution to the Company's current stockholders.
REQUIRED VOTE
Approval of the proposed amendment to the Company's Articles of
Incorporation to an increase in the number of authorized shares of Common Stock
of the Company will require the affirmative vote of the holders of at least
two-thirds (2/3) of outstanding shares of the Common Stock of Company on the
record date entitled to vote on the proposal. Accordingly, abstentions and
"broker non-votes" will have the effect of a vote "against" the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK.
PROPOSAL TO APPROVE THE GULFMARK EMPLOYEE STOCK PURCHASE PLAN
The following summary description of the GulfMark Offshore, Inc. Employee
Stock Purchase Plan ("ESPP") is qualified in its entirety by reference to the
full text of the ESPP, which is attached hereto as Appendix B.
The Board of Directors has adopted, subject to stockholder approval, the
ESPP, covering 200,000 shares of Common Stock available for purchase in the
ESPP. The purpose of the ESPP is to provide eligible employees of the Company
and its subsidiaries with an opportunity to be compensated through benefits of
stock ownership and to acquire an interest in the Company through the purchase
of Common Stock. It is the intention of the Company that the ESPP qualify as an
"employee stock purchase plan" under Section 423 of the Code.
19
The ESPP will be administered by the Compensation Committee of the Board of
Directors ("Committee"). The Committee will be vested with authority to make,
administer and interpret such rules and regulations as it deems necessary to
administer the ESPP, and any determination, decision or action of the Committee
in connection with the construction, interpretation, administration or
application of the ESPP will be final and binding on all participants and all
persons claiming under or through any participant.
For each offering period, any person who is employed by the Company or any
of the Company's subsidiaries designated by the Committee, and who was employed
on first day of the prior offering period, will be eligible to participate in
the ESPP for the current offering period.
The ESPP will make shares available for purchase four times a year.
Employees can elect to have up to 15% of their salary withheld for the purpose
of making purchases beginning January 1 for purchases on March 31, beginning
April 1 for purchases on June 30, beginning July 1 for making purchases on
September 30 and October 1 for making purchases on December 31. The ESPP will
utilize three month accumulation periods. On the first date of each offering
period, a participant is granted an option to purchase a number of whole shares
determined by dividing the amount to be withheld and applied for the offering
period by the "option price" per share of Common Stock. The "option price" is
the lesser of (i) 85% of the closing price of the Common Stock on the NASDSAQ as
of the first day of the offering period or (ii) 85% of the closing price of the
Common Stock on the NASDAQ as of the last day of the offering period. The
closing price of the Common Stock on January 2, 2002 was $28.82 per share.
Payment for shares to be purchased under the Employee Stock ESPP will be made by
payroll deductions, but cannot exceed 15% of participants' compensation as
defined in the Plan.
No participant will be granted an option (i) if, immediately after the
grant, the participant would own stock and options possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company or
any subsidiary of the Company, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase ESPPs to accrue at a rate which
exceeds $25,000 of the fair market value of the stock for each calendar year in
which such option is outstanding at any time.
A participant may withdraw from the ESPP except that no withdrawal may be
made during the calendar month in which the last day of the offering period
occurs, or such later date as may be established by the Committee. All of the
participant's payroll deductions credited to his or her account will be paid to
him or her promptly after receipt of the notice of withdrawal, and no further
payroll deductions will be made during that offering period. A participant's
withdrawal will not have any effect upon his or her eligibility to participate
in any similar ESPP which may be thereafter adopted by the Company or in any
subsequent offering period. Upon termination of the participant's employment for
any reason, the payroll deductions credited to the participant's ESPP account
will be returned to the participant unless the participant's termination occurs
during the calendar month in which the last day of the offering period occurs.
In that event, the participant's account will be used to purchase shares of
Common Stock on the last day of the offering period.
Unless a participant gives written notice of withdrawal from the ESPP to
the Company, the option to purchase shares during an offering period will be
exercised automatically for the participant on the day on which the offering
period terminates. If the total number of shares for which options are to be
exercised exceeds the number of shares then available under the ESPP for such
offering period (as determined by the Committee in its sole discretion), the
Company shall make a pro rata allocation of the shares available.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
ESPP may be assigned, transferred, pledged or otherwise disposed of by a
participant. The Company may treat any such act as an election to withdraw
funds.
The Board of Directors of the Company may at any time terminate or amend
the ESPP. No such termination can affect options previously granted, and no
amendment can make any change in options theretofore granted which would
adversely affect the rights of any participant. No amendment can be made prior
to approval of the stockholders of the Company if such amendment would: (i)
require the sale of more shares than are authorized under the ESPP or (ii)
permit payroll deductions at a rate in excess of 15% of a participant's
compensation as defined in the Plan.
20
If the Company cannot ascertain the whereabouts of a participant three
years after the participant's last purchase, under specified circumstances the
Company may mail a notice of pending action to the last known address of the
participant. The Committee may then cancel the account balance (including both
shares and withholdings) if it is not claimed within three months after such
notice. If the participant notifies the Company within one year of the date of
the notice, the Company will deliver the account balance to the participant.
The amounts withheld from a participant's pay under the ESPP will be
taxable income to the participant and must be included in the participant's
gross income for federal income tax purposes in the year which such amounts
otherwise would have been received.
A U.S. participant will not be required to recognize any income for federal
income tax purposes either at the time the U.S. participant is granted an option
(which will be on the first day of the offering period) or by virtue of the
exercise of the option (which will take place on the last day of such offering
period). The federal income tax consequences of a sale or disposition of shares
acquired under the ESPP depend in part on the length of time the shares are held
by a U.S. participant before such sale or disposition. If a U.S. participant
sells or otherwise disposes of shares acquired under the ESPP (other than any
transfer resulting from death) within two years after the date on which the
option to purchase such shares is granted to him ("Two-Year Period"), the U.S.
participant must recognize ordinary income in the year of such disposition in an
amount equal to the excess of (i) the fair market value of the shares on the
date such shares are exercised over (ii) the option price. The amount of
"ordinary" income recognized by the U.S. participant will be added to the U.S.
participant's basis in such shares. Any gain realized on a sale in excess of the
U.S. participant's basis (after increasing such basis in such shares by the
amount of the ordinary income recognized) will be taxed as capital gain, and any
loss realized (after increasing such basis in such shares by the ordinary income
recognized) will be a capital loss.
If a U.S. participant sells shares acquired under the ESPP after holding
such shares for the Two-Year Period or the U.S. participant dies, the U.S.
participant or the U.S. participant's estate must include in ordinary income in
the year of sale (or the taxable year ending upon death) an amount equal to the
lesser of (i) the excess of the fair market value of the shares on the date the
option was granted over the option price, or (ii) the excess of the fair market
value of the shares at the time of sale of the shares or on the date of death
over the option price. Except in the case of a transfer as a result of death,
the amount of ordinary income recognized by the U.S. participant will be added
to the U.S. participant's basis in such shares. Any gain realized upon the sale
in excess of such basis will be taxed as a long-term capital gain. Any loss
realized will be treated as long-term capital loss.
Taxation rules for non-U.S. participants vary by country of residence and
the paragraphs above referencing the taxation of U.S. residents under the ESPP
may not apply to foreign employees. The Company is obligated to comply with all
local taxation regulations as applied to non-U.S. participants. Due to the
differences, if any, in the tax regulations applicable to non-U.S. participants,
the ESPP may not be as beneficial to non-U.S. participants.
The Company will not receive any income tax deduction as result of issuing
shares pursuant to the ESPP, except upon sale or disposition of shares by a
participant within the Two-Year Period. In such an event, the Company will be
entitled to a deduction equal to the amount included as ordinary income to the
participant with respect to the sale or disposition of such shares.
REQUIRED VOTE
Approval and adoption of the ESPP by stockholders requires the affirmative
vote of a majority of the shares of Common Stock represented and entitled to
vote at the Annual Meeting. Assuming the existence of a quorum, abstentions will
be treated as a vote against the ESPP and broker non-votes will be disregarded
and will have no effect on the outcome of the vote.
THE BOARD HAS UNANIMOUSLY APPROVED THE ESPP AND RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ESPP. SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY
SIGNED BUT UNMARKED PROXIES WILL BE VOTED "FOR" THE ESPP.
21
PROPOSALS BY STOCKHOLDERS
The Company currently anticipates that its 2003 Annual Meeting will be held
May 22, 2003. Any stockholder wishing to present a proposal for consideration at
the meeting must submit it in sufficient time so that it will be received by the
Company no later than November 8, 2002. Such proposal must comply with the proxy
rules promulgated by the SEC in order to be included in the Company's proxy
statement and form of proxy related to the meeting and should be sent to the
Company's principal executive offices at the address set forth on the cover of
this Proxy Statement. If notice of any stockholder proposal not eligible for
inclusion in the Company's proxy statement and form of proxy is given to the
Company after April 7, 2003, then proxy holders will be allowed to use their
discretionary voting authority on such stockholder proposal when the matter is
raised at such meeting.
OTHER BUSINESS
The Board of Directors for the Company knows of no other business that will
be brought before the meeting. If, however, any other matters are properly
presented, it is the intention of the persons named in the accompanying form of
proxy to vote the shares covered thereby as in their discretion they may deem
advisable.
By Order of the Board of Directors
/s/ EDWARD A. GUTHRIE
Edward A. Guthrie
Secretary
Houston, Texas
Date: April 10, 2002
22
APPENDIX A
GULFMARK OFFSHORE, INC.
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the approval
of the board of directors. The committee shall be appointed by the board of
directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate, or shall become financially literate
within a reasonable period of time after appointment to the committee, and at
least one member shall have accounting or related financial management
expertise.
STATEMENT OF POLICY
The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the stockholders, potential
stockholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company. In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.
RESPONSIBILITIES AND PROCESSES
The function of the audit committee is oversight. The Company's management
is responsible for (i) the preparation, presentation and integrity of the
Company's financial statements, (ii) the maintenance of appropriate accounting
and financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The outside auditors are
responsible for planning and carrying out a proper audit and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the audit committee are not full-time employees of the Company and are not, and
do not represent themselves to be, accountants or auditors by profession or
experts in the fields of accounting or auditing. As such, it is not the duty or
responsibility of the audit committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures. Each member of the
audit committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Company from which it receives
information and (ii) the accuracy of the financial and other information
provided to the audit committee by such persons and organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Company's
Board). In addition, the evaluation of the Company's financial statements by the
audit committee is not of the same scope as, and does not involve the extent of
detail as, audits performed by independent accountants, nor does the audit
committee's evaluation substitute for the responsibilities of the Company's
management for preparing, or the independent accountants for auditing, the
financial statements.
The following shall be the principal recurring processes of the audit
committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement them
as appropriate.
o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of the
Company's stockholders. The committee shall have the ultimate authority and
responsibility to evaluate and, where appropriate,
23
recommend replacement of the independent auditors. The committee shall
discuss with the auditors their independence from management and the
Company and the matters included in the written disclosures required by the
Independence Standards Board. Annually, the committee shall review and
recommend to the board the selection of the Company's independent auditors,
subject to stockholders' approval.
o The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits including
the adequacy of staffing and compensation. Also, the committee shall
discuss with management, the internal auditors, and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Company's system to monitor and manage business
risk, and legal and ethical compliance programs. Further, the committee
shall meet separately with the internal auditors and the independent
auditors, with and without management present, to discuss the results of
their examinations.
o The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee
for the purposes of this review.
o The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to stockholders if distributed prior to the
filing of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the Reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.
24
APPENDIX B
GULFMARK OFFSHORE, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The purpose of this GulfMark Offshore, Inc. Employee Stock
Purchase Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the
Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed in a manner consistent with the requirements of
that Section of the Code.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock, $.01 par value, of
the Company.
(d) "Company" shall mean GulfMark Offshore, Inc., a Delaware
corporation, and any Designated Subsidiary of the Company.
(e) "Compensation" shall mean all cash compensation received by an
Employee from the Company or a Designated Subsidiary and includable in the
Employee's gross income for federal income tax purposes, other than any taxable
reimbursements. By way of illustration, but not limitation, "Compensation" shall
include regular compensation such as salary, wages, overtime, shift
differentials, bonuses, commissions, and incentive compensation, but shall
exclude relocation reimbursements, expense reimbursements, tuition or other
reimbursements, and income realized as a result of participation in any stock
option, stock purchase, or similar plan of the Company or any Designated
Subsidiary.
(f) "Designated Subsidiary" shall mean any Subsidiary of the Company
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
(g) "Employee" shall mean any individual who is an employee of the
Company for tax purposes. For purposes of the Plan, the employment relationship
shall be treated as continuing intact while the individual is on sick leave or
other leave of absence approved by the Company. Where the period of leave
exceeds 90 days and the individual's right to reemployment is not guaranteed by
either statute or contract, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.
(h) "Enrollment Date" shall mean the first day of each Offering
Period.
(i) "Exercise Date" shall mean the last day of each Offering Period.
(j) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:
(1) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or the Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day on the date of such determination, as reported in
The Wall Street Journal or such other source as the Board deems reliable, or;
(2) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
the date of such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable, or;
25
(3) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.
(k) "Offering Period" shall mean a period of approximately three (3)
months during which an option granted pursuant to the Plan maybe exercised.
There shall be four Offering Periods in each calendar year commencing and ending
as follows: commencing on the first Trading Day on or after January 1, and
terminating on the last Trading Day in the period ending the following March 31;
commencing on the first Trading Day on or after April 1, and ending on the last
Trading Day in the period ending the following June 30; commencing on the first
Trading Day on or after July 1, and terminating on the last Trading Day in the
period ending the following September 30; and commencing on the first Trading
Day on or after October 1, and terminating on the last Trading Day in the period
ending on the following December 31. The duration of Offering Periods may be
changed pursuant to Section 4 of this Plan.
(l) "Participant" shall mean an eligible Employee who has elected to
participate in the Plan.
(m) "Plan" shall mean this GulfMark Offshore, Inc. Employee Stock
Purchase Plan.
(n) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower; provided, however, that the Purchase Price
may be adjusted by the Board pursuant to Section 20 of this Plan.
(o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan that have not yet been exercised and the
number of shares of Common Stock that have been authorized for issuance under
the Plan, but not yet placed under option.
(p) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
(q) "Trading Day" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.
3. ELIGIBILITY.
(a) Any Employee employed by the Company on a given Enrollment Date
shall be eligible to participate in the Plan, except:
(1) Any Employee employed by the Company for less than three (3)
months before the applicable Enrollment Date;
(2) Any Employee whose customary employment is less than 20
hours per week; and
(3) Any Employee whose customary employment is not more than
five (5) months in any calendar year.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (including by attribution under
Section 424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase stock of the Company constituting in the
aggregate five percent (5%) or more of the total combined voting power or value
of all classes of the capital stock of the Company, or (ii) to the extent that
his or her option rights to purchase stock under this Plan and any other
employee stock purchase plans of the Company and its subsidiaries exceeds
Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair
market value of the shares at the time such option is granted) in the aggregate
for each calendar year in which such option right is outstanding at any time.
26
4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods of three (3) months' duration, with a new Offering Period
commencing on the first Trading Day on or after January 1, April 1, July 1, and
October 1 each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 20 hereof. The
first Offering Period under the Plan shall commence with the first such first
Trading Day on or after January 1, 2002. The Board shall have the power to
change the duration and timing of Offering Periods with respect to future
offerings without shareholder approval.
5. PARTICIPATION.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
provided by the Company and filing it with the designated human resources
representative of the Company before the applicable Enrollment Date, unless a
later time for submission is set by the Board for all eligible Employees with
respect to a given Offering Period.
(b) Payroll deductions for a Participant shall commence on the first
payroll date occurring on or after the applicable Enrollment Date and shall end
on the last payroll date occurring on or before the Exercise Date of the
Offering Period to which such authorization is applicable, unless sooner
terminated by the Participant as provided in Section 10 hereof.
6. PAYROLL DEDUCTIONS.
(a) At the time a Participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount equal to a whole percentage (e.g., 1%,
2%, etc.), but not exceeding fifteen percent (15%), of the Compensation that he
or she receives on each pay day during the Offering Period.
(b) All payroll deductions made for a Participant shall be credited
to his or her account under the Plan. A Participant may not make any additional
payments into such account. A Participant's account shall be only a bookkeeping
account maintained by the Company, and neither the Company nor any Subsidiary
shall be obligated to segregate or hold in trust or escrow any funds in a
Participant's account.
(c) A Participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, but no other change can be made and,
specifically, a Participant may not alter the rate of his or her payroll
deductions during an Offering Period. A Participant's subscription agreement
shall remain in effect for successive Offering Periods unless terminated as
provided in Section 10 hereof.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a Participant's
payroll deductions may be decreased to zero percent (0%) at any time during an
Offering Period. In such event, payroll deductions shall recommence at the rate
provided in such Participant's subscription agreement at the beginning of the
first Offering Period scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 10 hereof
(e) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the Participant must make adequate provision for federal, state, or
other tax withholding obligations, if any, arising upon the exercise of the
option or the disposition of the Common Stock. The Company may, but shall not be
obligated to, withhold from the Participant's compensation the amount necessary
for the Company to meet applicable withholding obligations related to the
Participant's tax obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee which may be available to it.
7. GRANT OF OPTION. Effective on the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on the Exercise Date of such Offering Period, at
the applicable Purchase Price, a number of shares of the Company's Common Stock
determined by dividing such Employee's total payroll deductions actually made
before such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price without adjustment for changes in
the Compensation of the Participant
27
8. EXERCISE OF OPTION. Unless a Participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full shares subject to the option shall be purchased for such Participant at the
applicable Purchase Price with the accumulated payroll deductions in the
Participants account. No fractional shares shall be purchased; any payroll
deductions accumulated in a Participant's account that are not sufficient to
purchase a full share shall be retained in the Participant's account for the
subsequent Offering Period, subject to earlier withdrawal by the Participant as
provided in Section 10 hereof. Any other funds left over in a Participant's
account after the Exercise Date shall be returned to the Participant. During a
Participant's lifetime, a Participant's option to purchase shares hereunder is
exercisable only by him or her.
9. DELIVERY. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange for the delivery to
each Participant, or to a broker designated by the Committee, of a stock
certificate evidencing the shares purchased upon exercise of the option. Shares
may be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship or
as community property.
10. WITHDRAWAL.
(a) A Participant may withdraw all, but not less than all, the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time on or before fifteen (15) calendar
days before the Exercise Date by giving written notice to the designated human
resources representative of the Company in the form provided by the Company. All
of the Participant's payroll deductions credited to his or her account shall be
paid to such Participant promptly after receipt of notice of withdrawal, such
Participant's option for the Offering Period shall be automatically terminated,
and no further payroll deductions for the purchase of shares shall be made for
such Offering Period. If a Participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering
Period or any Offering Period thereafter unless the Participant delivers to the
Company a new subscription agreement.
(b) A Participant's withdrawal from an Offering Period shall not
have any effect upon his or her eligibility to participate in any succeeding
Offering Period commencing after the termination of the Offering Period from
which the Participant withdraws.
11. TERMINATION OF EMPLOYMENT . Upon a Participant's ceasing to be an
Employee for any reason at any time on or prior to an Exercise Date of an
Offering Period, he or she shall be deemed to have elected to withdraw from the
Plan, and the payroll deductions credited to such Participant's account during
such Offering Period shall be returned to such Participant or, in the case of
his or her death, to the person or persons entitled thereto under Section 15
hereof, and such Participant's option shall be automatically terminated.
12. NO INTEREST. No interest shall accrue or be payable on the payroll
deductions of a Participant in the Plan.
13. STOCK.
(a) The shares of Common Stock to be sold to Participants under the
Plan may, at the election of the Company, be either treasury shares or shares
originally issued by the Company.
(b) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock available for sale under the Plan shall be 200,000
shares. If on a given Exercise Date the number of shares with respect to which
options are to be exercised exceeds the number of shares then available under
the Plan, the Company shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
(c) The Participant shall have no interest or voting rights in
shares covered by his or her option or in any dividends declared by the Company
in respect of its outstanding Common Stock until such option has been exercised.
28
(d) Shares to be delivered to a Participant under the Plan shall be
registered in the name of the Participant or in the name of the Participant and
his or her spouse, as designated by the Participant.
14. ADMINISTRATION. The Plan shall be administered by the Board or a
designated committee of members of the Board appointed by the Board. Initially,
the Board has designated the Compensation Committee of the Board of Directors as
responsible for administering the Plan. The Board or its designated committee
shall have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision, and determination
made by the Board or its designated committee shall, to the fullest extent
permitted by law, be final and binding upon all parties.
15. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the Participant's account
under the Plan in the event of such Participant's death subsequent to an
Exercise Date on which the option is exercised, but before delivery to such
Participant of such shares and cash. In addition, a Participant may file a
written designation of a beneficiary who is to receive any cash from the
Participant's account under the Plan in the event of such Participant's death
before exercise of the option. If a Participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.
(b) Such designation of beneficiary maybe changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the Participant or if, to the best of the Company's knowledge, no such
executor or administrator has been appointed, the Company, in its discretion,
may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.
16. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 15 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.
17. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan shall be general corporate funds and as such may be used
by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions or pay interest thereon.
18. REPORTS. Individual accounts shall be maintained for each
Participant in the Plan. Statements of account shall be given to Participants at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased, and the
remaining cash balance, if any.
19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER, OR ASSET SALE.
(a) Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the Reserves, the maximum number of shares each
Participant may purchase per Offering Period (pursuant to Section 7), as well as
the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final and binding on all parties.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall
29
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation.. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately before the consummation of such proposed dissolution
or liquidation, unless provided otherwise by the Board. The New Exercise Date
shall be before the date of the Company's proposed dissolution or liquidation.
The Board shall notify each Participant in writing, at least ten (10) business
days before the New Exercise Date, that the Exercise Date for the Participant's
option has been changed to the New Exercise Date and that the Participant's
option shall be exercised automatically on the New Exercise Date, unless before
such date the Participant has withdrawn from the Offering Period as provided in
Section 10 hereof
(c) Merger or Asset Sale. In the event of a sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed, or
an equivalent option substituted, by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume the option or substitute equivalent options, the
Offering Period then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date"). The New Exercise Date shall be before the date
of the Company's proposed sale or merger. The Board shall notify each
Participant in writing, at least ten (10) business days before the New Exercise
Date, that the Exercise Date for the Participant's option has been changed to
the New Exercise Date and that the Participant's option shall be exercised
automatically on the New Exercise Date, unless before such date the Participant
has withdrawn from the Offering Period as provided in Section 10 hereof.
20. AMENDMENT AND TERMINATION.
(a) The Board of Directors of the Company may at any time and for
any reason terminate or amend the Plan. Except as provided in Section 19 hereof,
no such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders. Except as provided
in Section 19 and this Section 20 hereof, no amendment may make any change in
any option theretofore granted that adversely affects the rights of any
Participant. To the extent necessary to comply with Section 423 of the Code (or
any other applicable law, regulation, or stock exchange rule), the Company shall
obtain shareholder approval in such a manner and to such degree as required.
(b) Without shareholder consent and without regard to whether any
Participant's rights may be considered to have been "adversely affected," the
Board shall be entitled to: change the Offering Periods, the maximum amount of
permitted payroll deductions, and the frequency and/or number of permitted
changes in the amount withheld during an Offering Period; establish the exchange
ratio applicable to amounts withheld in a currency other than U. S. dollars;
permit payroll withholding in excess of the amount designated by a Participant
in order to adjust for delays or mistakes in the Company's processing of
properly completed withholding elections; establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each Participant
properly correspond with amounts withheld from the Participant's Compensation;
and establish such other limitations and procedures as the Board determines in
its sole discretion are advisable.
(c) In the event that the Board determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequences including, but not limited to:
(1) altering the Purchase Price for any Offering Period,
including an Offering Period underway at the time of the change in Purchase
Price;
(2) shortening any Offering Period so that the Offering Period
ends on a new Exercise Date, including an Offering Period underway at the time
of the Board action; and
(3) reallocating shares.
30
Such modifications or amendments shall not require stockholder approval or the
consent of any Plan Participants.
21. NOTICES. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
22. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant
thereto will comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange on which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
(b) As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
23. TERM OF PLAN. The Plan shall become effective at the commencement
of the first Offering Period following its adoption by the Board, subject to
approval by the shareholders in accordance with Treasury Regulations Section
l.423-2(c)(1999) within 12 months after its adoption. Once effective, the Plan
shall continue in effect for a term of ten (10) years unless sooner terminated
by the Board pursuant to Section 20 hereof.
24. ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. In the cases of any such persons, this Plan and options issued to
such persons shall be deemed to contain, and the shares issued upon exercise of
such options shall be subject to, such additional conditions and restrictions as
may be required by Rule 16b-3 to qualify for the maximum exemption from Section
16 of the Exchange Act with respect to Plan transactions on behalf of such
persons.
31
GULFMARK OFFSHORE, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 24, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of GulfMark Offshore, Inc. ("GulfMark") hereby
appoints David J. Butters and Robert B. Millard, or either of them, as proxies,
each with power to act without the other and with full power of substitution,
for the undersigned to vote the number of shares of Common Stock of GulfMark
that the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of GulfMark to be held on May 24, 2002, at 11:00
a.m., EDT, at the Millennium Hotel New York - Broadway, 145 West 44th Street,
New York, New York 10036, and at any adjournment or postponement thereof, on the
following matters that are more particularly described in the Proxy Statement
dated April 10, 2002:
(Continued and to be signed on other side)
PLEASE SIGN, DATE AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GULFMARK OFFSHORE, INC.
MAY 24, 2002
*Please Detach and Mail in the Envelope Provided*
A [ ] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
(1) Election of Directors
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
Nominees:
David J. Butters
Norman G. Cohen
Marshall A. Crowe
Louis S. Gimbel, 3rd
Sheldon S. Gordon
Robert B. Millard
Bruce A. Streeter
For Withhold
(except as listed below) from all nominees
[ ] [ ]
(2) To ratify the selection of Ernst & Young LLP as the Company's independent
accountants for the fiscal year ending December 31, 2002.
For Against Abstain
[ ] [ ] [ ]
(3) To amend the Company's 1997 Incentive Equity Plan to increase the number of
shares reserved for issuance there under by 250,000 shares.
For Against Abstain
[ ] [ ] [ ]
(4) To amend the Articles of Incorporation to increase the number of common
shares authorized from 15,000,000 to 30,000,000.
For Against Abstain
[ ] [ ] [ ]
(5) To approve the GulfMark Employee Stock Purchase Plan.
For Against Abstain
[ ] [ ] [ ]
(6) To transact such other business as may properly come before the meeting or
any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted "for" all Proposals listed. Receipt of the Proxy Statement dated April 10,
2002 is hereby acknowledged.
PLEASE MARK, SIGN DATE AND RETURN USING THE ENCLOSED ENVELOPE.
Signature of Stockholder(s) ____________________________
Dated: _____________, 2002
Note: Please sign exactly as your name appears hereon. Joint owners must each
sign. When signing as attorney, executor, administrator, trustee or guardian
please give your full title as it appears thereon.