GULFMARK OFFSHORE, INC. (NYSE:GLF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.Departure of Directors or Certain Officers Election of
Directors Appointment of Certain Officers Compensatory
Arrangements of Certain Officers

Retention Bonus Agreements

On March 13, 2017, in an effort to retain top-tier executive
talent, the Board of Directors of GulfMark Offshore, Inc. (the
Company), after consultation with the Companys outside advisors
and the Compensation Committee of the Board of Directors,
approved the payment of key employee retention bonuses and the
execution of agreements (each, a Retention Bonus Agreement) with
certain executives of the Company and certain of its
subsidiaries, including four named executive officers of the
Company. The key employee retention bonuses are designed to
supplement the Companys or its subsidiaries existing employee
compensation programs.

The Retention Bonus Agreements provide for payment to each
recipient of cash-denominated awards in two equal installments,
subject to continued employment through the Vesting Date as
described below. The first installment is to be paid as soon as
administratively practicable following the execution of a
Retention Bonus Agreement by a recipient. The second installment
payment will be paid on the earliest of (a) the Waiver Expiration
Date, which is defined in the Retention Bonus Agreements as the
date on which all of the limited waivers or forbearances granted
to the Company or any of its subsidiaries by certain significant
lenders and noteholders, as applicable, expire without having
been extended or substituted with new waivers, (b) the execution
of a definitive agreement providing for a Restructuring (as
defined therein) and (c) July 11, 2017. As of the date hereof,
the expected Waiver Expiration Date is April 14, 2017, which may
be extended by agreement of the Company and certain of its
significant lenders and noteholders.

Under the Retention Bonus Agreements, if prior to March 13, 2018
(the Vesting Date) the recipient either (i) voluntarily
terminates his employment with the Company or any of its
subsidiaries, as applicable, other than as a result of an
Eligible Retirement (as defined therein) or (ii) his employment
is terminated by the Company for Cause (as defined in therein),
then the recipient will forfeit his right to payment of any
remaining installment payments and will be obligated to repay the
Company or its subsidiary, as applicable, the total amount
previously paid to a Retention Bonus Agreement prior to such
termination. If a recipients employment is terminated prior to
the Vesting Date without Cause, as an Eligible Retirement or by
reason of Disability (as defined therein) or death, the recipient
will remain eligible to receive any scheduled installment
payments and to retain any prior payments under the Retention
Bonus Agreements. The recipients retention of all or any portion
of the retention bonus under his Retention Bonus Agreement in
connection with a termination without Cause or as an Eligible
Retirement will be contingent on the recipient executing and not
revoking a release agreement, in a standard form provided by the
Company, granting a full release of all actual and potential
claims that the recipient has or may have against the Company or
its affiliates.

The aggregate amounts of payments to the named executive officers
to the Retention Bonus Agreements are as follows:

The foregoing description of the Retention Bonus Agreements does
not purport to be complete and is qualified in its entirety by
reference to the form of Retention Bonus Agreement which is
attached hereto and filed as Exhibit 10.1.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

About GULFMARK OFFSHORE, INC. (NYSE:GLF)

GulfMark Offshore, Inc. provides offshore marine support and transportation services. The Company offers these services to companies engaged in the offshore exploration and production of oil and natural gas. The Company operates in three segments: the North Sea (N. Sea), Southeast Asia (SEA) and the Americas. Its vessels transport materials, supplies and personnel to offshore facilities, as well as move and position drilling and production facilities. The operations are conducted in the North Sea, offshore Southeast Asia and offshore in the Americas. It operates a fleet of over 70 owned or managed offshore supply vessels (OSVs), which include over 30 vessels in the North Sea, over 10 vessels offshore Southeast Asia and over 30 vessels offshore the Americas. Its customers include oil and natural gas companies, independent oil and natural gas exploration and production companies working in international markets, and foreign Government-owned or controlled oil and natural gas companies.

GULFMARK OFFSHORE, INC. (NYSE:GLF) Recent Trading Information

GULFMARK OFFSHORE, INC. (NYSE:GLF) closed its last trading session up +0.038 at 0.398 with 2,365,158 shares trading hands.