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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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2011
GULFMARK OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
001-33607
(Commission file number)
(Commission file number)
76-0526032
(I.R.S. Employer Identification No.)
(I.R.S. Employer Identification No.)
| 10111 Richmond Avenue, Suite 340, Houston, Texas (Address of principal executive offices) |
77042 (Zip Code) |
(713) 963-9522
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| ITEM 5.07. Submission of Matters to a Vote of Security Holders | ||||||||
| SIGNATURES | ||||||||
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on June 7, 2011,
at The Peninsula Hotel, 700 5th Avenue at 55th Street, New York, NY 10019. The following matters
were acted upon:
1. ELECTION OF DIRECTORS
Peter I. Bijur, David J. Butters, Brian R. Ford, Louis S. Gimbel, 3rd, Sheldon S.
Gordon, Robert B. Millard, Rex C. Ross and Bruce A. Streeter were elected to serve as directors of
the Company until their successors are duly elected and qualified. The results of the election of
directors are as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Peter I. Bijur |
20,442,820 | 538,017 | 3,132,273 | |||||||||
David J. Butters |
20,131,236 | 849,601 | 3,132,273 | |||||||||
Brian R. Ford |
20,874,374 | 106,463 | 3,132,273 | |||||||||
Louis S. Gimbel, 3rd |
20,158,573 | 822,264 | 3,132,273 | |||||||||
Sheldon S. Gordon |
20,427,857 | 552,980 | 3,132,273 | |||||||||
Robert B. Millard |
19,859,159 | 1,121,678 | 3,132,273 | |||||||||
Rex C. Ross |
20,712,853 | 267,984 | 3,132,273 | |||||||||
Bruce A. Streeter |
20,813,647 | 167,190 | 3,132,273 | |||||||||
Robert T. O’Connell, a member of the Company’s board of directors immediately prior to the Annual
Meeting, was not a nominee for election as a director at the Annual Meeting and is no longer a
director of the Company.
2. PROPOSAL TO APPROVE THE GULFMARK OFFSHORE, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN
A proposal to approve the GulfMark Offshore, Inc. 2011 Employee Stock Purchase Plan was approved by
the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
20,725,416
|
194,187 | 61,234 | 3,132,273 | |||||||||
3. PROPOSAL TO APPROVE THE GULFMARK OFFSHORE, INC. 2011 NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
A proposal to approve the GulfMark Offshore, Inc. 2011 Non-Employee Director Share Incentive Plan
was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
19,951,696
|
961,698 | 67,443 | 3,132,273 | |||||||||
4. PROPOSAL TO APPROVE THE GULFMARK OFFSHORE, INC. DEFERRED COMPENSATION PLAN
A proposal to approve the GulfMark Offshore, Inc. Deferred Compensation Plan was approved by the
following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
20,560,195
|
350,159 | 70,383 | 3,132,273 | |||||||||
5. PROPOSAL TO APPROVE, BY A STOCKHOLDER NON-BINDING ADVISORY VOTE, THE COMPENSATION PAID BY US TO
OUR NAMED EXECUTIVE OFFICERS, COMMONLY REFERRED TO AS A “SAY-ON-PAY” PROPOSAL.
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A proposal to approve, by a stockholder non-binding advisory vote, the compensation paid by us to
our named executive officers, commonly referred to as a “say-on-pay” proposal was approved by the
following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
19,487,275
|
1,406,722 | 86,840 | 3,132,273 | |||||||||
6. ESTABLISHMENT OF, BY A STOCKHOLDER NON-BINDING ADVISORY VOTE, THE FREQUENCY OF SUBMISSION TO
STOCKHOLDERS OF ADVISORY “SAY-ON-PAY” PROPOSALS.
The frequency of submission to stockholders of advisory “Say-on-Pay” proposals, by a stockholder
non-binding advisory vote, was voted to be every year. The votes were as follows:
| Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes | ||||||||||||
18,537,650
|
193,346 | 2,179,993 | 69,848 | 3,132,273 | ||||||||||||
7. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011
A proposal to ratify the selection of KPMG LLP as the Company’s independent public accountants for
the fiscal year ending December 31, 2011 was approved by the following votes:
| Votes For | Votes Against | Abstain | |||||||
24,020,235
|
23,688 | 69,187 | |||||||
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: June 9, 2010 | GulfMark Offshore, Inc. |
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| By: | /s/ Quintin V. Kneen | |||
| Quintin V. Kneen | ||||
| Executive Vice President and Chief Financial Officer |
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