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.

Adoption of Management Incentive Plan and Forms of Award Agreements

The Amended Chapter 11 Plan of Reorganization (the “Reorganization Plan”) of GulfMark Offshore, Inc. (the “Company”), effective as of November 14, 2017, provides for a post-emergence management incentive plan under which 7.5% of the Reorganized GulfMark Equity (as defined in the Reorganization Plan) is to be reserved for issuance as awards thereunder by the Board of Directors of the Company (the “Board”) or an authorized committee of the Board. On April 13, 2018, to the Reorganization Plan, the Board unanimously adopted and approved the GulfMark Offshore, Inc. Management Incentive Plan (the “MIP”).

The purpose of the MIP is to align the interests of participants with those of the Company’s shareholders by providing incentive compensation opportunities tied to the performance of the common stock of the Company, par value $0.01 per share (the “Common Stock”) and by promoting increased ownership of the Common Stock by such individuals. The MIP is also intended to advance the interests of the Company and its shareholders by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent. The MIP will be administered by the Compensation Committee of the Board (the “Committee”) with respect to awards granted to employees and consultants of the Company, and the Board with respect to awards granted to directors of the Company.

The MIP provides the Committee or the Board, as applicable, with authority to grant Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, or Other Awards (in each case as defined in the MIP, and, collectively, the “Awards”) to employees, directors, or consultants of the Company or any of its subsidiaries. Subject to adjustment to the MIP, the maximum number of shares of Common Stock which may be issued under all Awards granted to participants under the MIP is 876,552.

On April 13, 2018, (i) the Committee approved a form of Restricted Stock Unit Award Agreement (the “Form of Employee Award Agreement”) to be used in connection with grants of Restricted Stock Unit Awards to employees under the MIP, and (ii) the Board approved a form of Restricted Stock Unit Award Agreement (the “Form of Director Award Agreement”) to be used in connection with grants of Restricted Stock Unit Awards to non-employee directors under the MIP.

The foregoing description of the terms of the MIP, the Form of Employee Award Agreement, and the Form of Director Award Agreement is qualified in its entirety by reference to the actual terms of the MIP, the Form of Employee Award Agreement, and the Form of Director Award Agreement, as applicable, which are incorporated herein by this reference.

Grants of Awards

On April 13, 2018, the Committee approved grants including 43,966 Restricted Stock Unit Awards to Quintin Kneen and 9,483 Restricted Stock Unit Awards to Samuel Rubio, each of which vest in one-third increments on each of the first three anniversaries of April 13, 2018.

GULFMARK OFFSHORE INC Exhibit
EX-10.1 2 ex_110434.htm EXHIBIT 10.1 ex_110434.htm Exhibit 10.1   GulfMark Offshore,…
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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.