8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2020

 

 

TIDEWATER INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-6311   72-0487776

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6002 Rogerdale Road, Suite 600

Houston, Texas

  77072
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 470-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.001 par value per share   TDW   New York Stock Exchange
Series A Warrants to purchase shares of common stock   TDW.WS.A   New York Stock Exchange
Series B Warrants to purchase shares of common stock   TDW.WS.B   New York Stock Exchange
Warrants to purchase shares of common stock   TDW.WS   NYSE American
Preferred stock purchase rights   N/A   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)     On September 8, 2020, the board of directors (the “Board”) of Tidewater Inc. (the “Company”) voted, on the recommendation of its Nominating and Corporate Governance Committee, to appoint Darron M. Anderson to the Board. Mr. Anderson’s appointment is effective immediately and, assuming his renomination by the Board, he will stand for reelection at the 2021 annual meeting of the Company’s stockholders. While the Board has determined that Mr. Anderson, age 52, qualifies as an independent director under the applicable listing standards, he has not yet been appointed to serve on any of its committees.

A copy of a press release issued by the Company regarding Mr. Anderson’s election is attached as Exhibit 99, which is hereby incorporated by reference into this Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit

Number

  

Description

99    Press Release dated September 8, 2020
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    TIDEWATER INC
Date: September 8, 2020     By:  

/s/ Daniel A. Hudson

      Daniel A. Hudson
      Vice President, General Counsel and Secretary

 

2

EX-99

Exhibit 99

 

LOGO

Tidewater Inc. Appoints Darron M. Anderson to its Board of Directors

HOUSTON, September 8, 2020 – Tidewater Inc. (NYSE: TDW) (“Tidewater” or the “Company”) announced today the appointment of Darron M. Anderson to its Board of Directors, effective immediately. Mr. Anderson is a recognized business leader with extensive experience in the oil and gas industry.

“I’m honored to have the opportunity to join Tidewater’s Board, and I look forward to helping guide the company’s strategy as it navigates the current market and works to enhance its already leading market position,” said Mr. Anderson. “I’m excited to be part of a company with such a recognized and respected history as Tidewater, a leader in the OSV sector that has consistently demonstrated the ability to adapt to changing market conditions.”

Mr. Anderson has served as President and Chief Executive Officer and as a member of the board of directors of Ranger Energy Services since March 2017. He previously served as President and Chief Executive Officer of Express Energy Services from 2008 to August 2015. Mr. Anderson began his career in the oil and natural gas industry as a Drilling Engineer for Chevron USA in 1991 and has subsequently held positions of increasing responsibility in the oil and natural gas and oilfield services industries. He holds a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin.

“Darron is a seasoned executive with a strong track record of leadership in the oil and gas sector,” said Larry Rigdon, Chairman of Tidewater’s Board of Directors. “He has broad, hands-on operational experience and a thorough understanding of how our industry operates today and where it is headed. We are very pleased to welcome Darron to Tidewater and look forward to his contributions to our future success. This appointment represents the latest step in Tidewater’s continuous effort to align the board and management with the objective of maximizing long term shareholder value.”

Tidewater owns and operates the largest fleet of Offshore Support Vessels in the industry, with over 60 years of experience supporting offshore energy exploration and production activities worldwide. For more information about Tidewater, visit tdw.com.

Contacts:

Tidewater Inc.

Jason Stanley

Vice President, Investor Relations

713-470-5300

SOURCE: Tidewater Inc.

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