Tidewater Inc. (TDW)
NYSE: TDW · Real-Time Price · USD
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AGM 2026

Jun 16, 2026

Summary

The meeting marked the 70th anniversary, confirmed a quorum, and saw all board nominees elected. Shareholders approved executive compensation, an equity plan amendment, and auditor ratification.

Operator

Welcome to the Annual Meeting of Stockholders for Tidewater Inc. Our host for today's call is Dick Fagerstal, Chairman of the Board. I will now turn the call over to your host. Mr. Fagerstal, you may begin.

Dick Fagerstal
Chairman of the Board, Tidewater Inc

Thank you. Good morning. My name is Dick Fagerstal, and I'm the Chairman of the Board of Tidewater Inc. I'm delighted to welcome you to the company's 2026 Annual Meeting of Stockholders. This year represents the company's 70th anniversary, and we are honored to commemorate this important milestone with you. On behalf of the Board, I would like to thank you for your trust and investment in Tidewater. I hereby call the 2026 Annual Meeting of Stockholders of Tidewater Inc to order. Daniel Hudson, Executive Vice Chairman, Chief Legal Officer, and Corporate Secretary, will act as Secretary of the Meeting. Also in attendance at this meeting is Natalie Hairston, representing Broadridge Investor Communication Solutions, Inc.

Ms. Hairston has been appointed by the Tidewater Board to act as the Inspector of Elections at this meeting. She has previously executed the customary Oath of Inspector, which will be filed with the records of this meeting. We are webcasting and recording this morning's proceedings so that we can prepare a complete transcript for stockholders unable to attend the meeting. A replay of the webcast will be available 24 hours after completion of the meeting at the web address on the Annual Meeting page on our webpage. Before beginning the formal business of the Annual Meeting, I have a few announcements and introductions I would like to make. First, I call your attention to the agenda and rules of conduct that were prepared for the meeting. During the formal business of the meeting, we will answer questions on the particular item of business under discussion.

Please refer to the rules of conduct for instructions on submitting questions. Next, I would like to make some introductions. In attendance today are all seven of our current directors, myself included, who are standing for election at this Annual Meeting. These directors are Melissa Cougle, Chief Financial Officer of Ranger Energy Services, Inc; Quintin Kneen, President and Chief Executive Officer of the company; Louis Raspino, current Director of Forum Energy Technologies, former Chairman of Clarion Offshore Partners, and former Chief Executive Officer, President, and Director of Pride International; Robert Robotti, President of Robotti & Company Advisors, LLC and Robotti Securities, LLC , and Managing Director of Ravensworth Management Company, LLC; Ken Traub, Chairman, Chief Executive Officer, and President of Comtech Telecommunications and Managing Partner of Delta Value Group, LLC; Lois Zabrocky, President, Chief Executive Officer, and Director of International Seaways, Inc; and m yself, Dick Fagerstal, Chairman of the Board, current Director of Valaris Limited, former Executive Chairman of Global Marine Group, and former Chairman and Chief Executive Officer of Global Marine Holdings, LLC.

Effective immediately following this Annual Meeting, the number of directors serving on this Board shall be seven. In March 2026, one of our directors, Mr. Darron Anderson, notified the Board of his decision to not stand for re-election for personal reasons. On behalf of the entire Board and the leadership team, I want to express our appreciation for Darron's services on the Tidewater Board and to wish him the very best. In addition to Quintin, I'm also joined by Tidewater's other executive officers, including Daniel Hudson, Executive Vice President, Chief Legal Officer, and Corporate Secretary, Piers Middleton, Executive Vice President and Chief Operating Officer, and Samuel Rubio, Executive Vice President and Chief Financial Officer.

Also joining us at today's meeting is Jared Shurtliff of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm. Should any stockholders desire to address any inquiries to Jared relating to the financial position of the company, he'll be happy to address your questions. I will now turn to the formal agenda of the meeting. This Annual Meeting is being held pursuant to notice mailed on or about April 28th, 2026, to each stockholder record at the close of business on April 17th, 2026. All documents concerning the call and notice of the meeting will be filed with the records of this meeting. I have been informed that immediately prior to the commencement of the meeting, holders of more than 89.57% of the outstanding common stock of the company are present by proxy.

I declare a quorum present at the meeting and declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the Tidewater Board of Directors, we express our appreciation to all stockholders who returned their proxies. Before proceeding with the meeting, I would like to describe certain voting procedures. First, if any stockholder has already submitted a valid proxy prior to the start of the Annual Meeting, your vote has been received by the company's Inspector of Elections and you do not need to vote during the meeting unless you wish to revoke or change your vote. Second, to vote during the Annual Meeting, you must be logged into the meeting as a stockholder with your control number.

Participants who logged into this meeting as a guest or who dialed in as a participant cannot vote even if you are a stockholder entitled to vote at the meeting. If you intend to vote during this Annual Meeting, please ensure you're logged in as a stockholder using your control number. We will now proceed with the proposals to be voted on at this Annual Meeting. The first matter to be acted upon is the election of seven directors who are to serve until the Annual Meeting of Stockholders in 2027, or until their successors are duly elected and qualified. The nominees are Melissa Cougle, Dick Fagerstal, Quintin Kneen, Louis Raspino, Robert Robotti, Ken Traub, and Lois Zabrocky. Information about each of the nominees is in the proxy statement. The company has not received any notice of other nominations by the stockholder in accordance with the company's bylaws.

Therefore, I declare the nominations closed. I will pause briefly to allow for any questions regarding this proposal. Hearing no questions, I will proceed to the next item of business. The next order of business is to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement, the say-on-pay vote. I will pause briefly to allow for any questions regarding this proposal. Hearing no questions, I will proceed to the next item of business. The next order of business is to approve the First Amendment to the Tidewater Inc Amended and Restated 2021 Equity Incentive Plan, to increase the number of shares in our common stock par value per share available for issuance under the plan by 2,250,000 shares. I'll pause briefly to allow for any questions regarding this proposal.

Hearing no questions, I will now proceed to the next item of business. The next order of business is to ratify the selection of PricewaterhouseCoopers LLP, as the independent registered public accounting firm for the company and its subsidiaries for the fiscal year ending 2026. I'll pause briefly to allow for any questions regarding this proposal. Hearing no questions, I will now proceed to the next item of business, to open the polls for voting on each of the proposals I presented during this meeting. I hereby declare the polls open for voting. As a reminder, if you previously submitted your vote, you do not need to vote online today unless you wish to change your vote. We will take a brief pause to allow for any stockholders who wish to vote. Again, if anyone who wishes to vote has not yet done so, please proceed to submit your vote.

We have collected all proxies. Since all those desiring to submit their vote have done so, I will hereby declare the polls closed. The Inspector will count the votes. We've been informed by the Inspector of Election that the preliminary vote report shows that the proposals as recommended by the Board have passed by the required vote, and that all seven individuals standing for election as director have been elected. I hereby declare that the seven nominees for directors have been duly elected. The advisory say-on-pay vote to approve the compensation paid by the named executive officers as presented in the proxy has passed.

The First Amendment to the Tidewater Inc A mended and Restated 2021 Equity Incentive Plan to increase the number of shares in our common stock available for issuance under the plan by 2,250,000 shares has passed. The appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for fiscal year 2026 has been duly ratified. This brings us to the conclusion of our 2026 Annual Meeting. I would like to express my appreciation again to all of our stockholders and to all of you who joined us today. Tidewater's Board, leadership team, and employees thank you for your continued support of Tidewater. The Annual Meeting is now adjourned.

Operator

This concludes the meeting. Thank you for joining and have a pleasant day.