TIDEWATER INC. (NYSE:TDW) Files An 8-K Other EventsItem 8.01Other Events.
The New York Stock Exchange (“NYSE”) has requested that Tidewater Inc. (the “Company”) disclose on a Current Report on Form 8-K certain corporate governance information required by Section 303A of the NYSE Listed Company Manual that otherwise would have been included in the Company’s 2017 annual meeting proxy statement.In response to this request, the Company is providing the corporate governance information set forth below.
Director Independence.The Company’s board of directors (the “Board”) has affirmatively determined that five of its six current directors – Thomas R. Bates, Jr., Alan J. Carr, Randee E. Day, Dick Fagerstal, and Steven L. Newman– are independent by applying the independence standards of the NYSE.The sixth director, Larry T. Rigdon, was independent upon his appointment to the Board on July 31, 2017.On October 16, 2017, Mr. Rigdon was appointed to serve as the Company’s President and Chief Executive Officer on an interim basis, and therefore is not currently independent.
Executive Sessions of Independent Board Members.The independent members of the Board meet in regularly-scheduled executive sessions presided over by the chairman of the Board, who is also independent. At the conclusion of each board meeting, the independent directors have an opportunity to meet in executive session.The independent directors may schedule additional executive sessions throughout the year.
Availability of Corporate Governance Materials.Stockholders and other interested parties may access the Company’s certificate of incorporation, its bylaws, its Corporate Governance Policy, its Code of Business Conduct and Ethics, and all committee charters under “Corporate Governance” in the “About Tidewater” section of the Company’s website at http://www.tdw.com.Stockholders may also request printed copies, which will be mailed to stockholders without charge, by writing to the Company in care of its Secretary, 601 Poydras Street, Suite 1500, New Orleans, Louisiana 70130.
Communication with Our Board of Directors.Stockholders and other interested parties may communicate directly with our Board, the non-management directors, or any committee or individual director by writing to any one of them in care of our Secretary at 601 Poydras Street, Suite 1500, New Orleans, Louisiana 70130.The Company or the director contacted will forward the communication to the appropriate director.Concerns can also be communicated to the Board in an anonymous manner by writing to the Tidewater Compliance Helpline, 601 Poydras St., Suite 1500, New Orleans, LA 70130 USA, or one of the other options provided on the Company’s compliance website at http://www.tdw.com/core-responsibilities/compliance-2/.
For more information regarding how to contact the members of our board, please visit our website at http://www.tdw.com/about-tidewater/corporate-governance/.
About TIDEWATER INC. (NYSE:TDW)
Tidewater Inc. provides offshore service vessels and marine support services. The Company operates through four segments: Americas, Asia/Pacific, Middle East/North Africa and Sub-Saharan Africa/Europe. Its Americas segment includes the activities of the Company’s North American operations, which include operations in the United States Gulf of Mexico (GOM), and the United States and Canadian coastal waters of the Pacific and Atlantic oceans, as well as operations of offshore Mexico, Trinidad and Brazil. The Asia/Pacific segment includes its Australian and Southeast Asian and Western Pacific operations. The Middle East/North Africa segment includes its operations in the Mediterranean and Red Seas, the Black Sea, the Arabian Gulf and offshore India. The Company’s Sub-Saharan Africa/Europe segment includes operations conducted along the East and West Coasts of Africa, as well as operations in and around the Caspian Sea, the North Sea, and certain other arctic/cold water markets.
