UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): May 12, 2017 (May 11, 2017)

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Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)
 
Minnesota
(State or other jurisdiction
 of incorporation)
001-32936
(Commission File Number)
95-3409686
(IRS Employer Identification No.)
 
 
 
3505 West Sam Houston Parkway North, Suite 400
Houston, Texas
(Address of principal executive offices)  
 
77043
(Zip Code)

 
281-618-0400
(Registrant's telephone number,
 including area code)
 
 
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 Instruction 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))
 
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 5.07.   Submission of Matters to a Vote of Security Holders.
 
Helix Energy Solutions Group, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 11, 2017. Five proposals, as described in the Company’s Proxy Statement dated March 28, 2017, were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results:
 
●      Election of Director Nominees.
Director
 
Votes For
 
Votes Withheld
 
Abstentions
 
Broker
Non-Votes
Nancy K. Quinn
 
117,869,581
 
2,808,240
 
 
8,716,252
William L. Transier
 
112,932,431
 
7,745,390
 
 
8,716,252
 
Each of the directors received the affirmative vote of a plurality (as well as a majority) of the shares cast and were elected as Class III directors to the Company’s board of directors to serve a three-year term expiring at the annual meeting of shareholders in 2020 or, if at a later date, until their successors are elected and qualified.

●      Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2017.
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
129,306,433
 
76,979
 
10,661
 
 
This proposal received a majority of the votes cast; accordingly, our shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2017.
 
●      Approval, on a non-binding advisory basis, of the 2016 compensation of our named executive officers.
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
115,611,651
 
4,891,841
 
174,329
 
8,716,252
 
This proposal received a majority of the votes cast; accordingly our shareholders approved, on a non-binding advisory basis, the 2016 compensation of our named executive officers.
 
●      Re-approval of certain terms of our 2005 Long Term Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code.
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
113,925,887
 
6,592,125
 
159,809
 
8,716,252
 
This proposal received a majority of the votes cast; accordingly our shareholders re-approved certain terms of our 2005 Long Term Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code.
 
●      Recommending, on a non-binding advisory basis, the frequency of holding the advisory vote to approve the compensation of our named executive officers.
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker
Non-Votes
94,014,917
 
61,123
 
26,545,191
 
56,590
 
8,716,252
 
The shareholder vote on the frequency of holding the vote to approve the compensation of our named executive officers is an advisory vote only. Although the vote is non-binding, the Board of Directors values the opinion of our shareholders. In light of the voting results on this proposal, the Board has determined that the Company will hold an annual vote to approve the compensation of our named executive officers until the next shareholder vote regarding the frequency of holding the vote to approve the compensation of our named executive officers.





SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:     May 12, 2017
 
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
 
 
 
 
 
 
 
 
By:
/s/ Alisa B. Johnson
 
 
 
 
Alisa B. Johnson
 
 
 
 
Executive Vice President and General Counsel
 



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