Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 6, 2024

    SEACOR Marine Holdings Inc.

   

    (Exact Name of Registrant as Specified in Its Charter)

   

    Delaware

    001-37966

    47-2564547

    (State or Other Jurisdiction
of Incorporation)

    (Commission
File Number)

    (IRS Employer
Identification No.)

   


12121 Wickchester Lane, Suite 500, Houston, TX	77079
(Address of Principal Executive Offices)	(Zip Code)


Registrant's telephone number, including area code	(346) 980-1700

Not Applicable

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading Symbol(s)

    Name of each exchange on which registered

    Common stock, par value $0.01 per share

    SMHI

    New York Stock Exchange (“NYSE”)

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

At the 2024 Annual Meeting of Stockholders of SEACOR Marine Holdings Inc. (the “Company”), held on June 4, 2024, the Company’s stockholders voted on proposals to: (i) elect directors to the board of directors of the Company (the “Board”), (ii) approve, on an advisory basis, the Company’s named executive officer compensation, and (iii) ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The Company’s stockholders also (i) approved, on an advisory basis, the Company’s named executive officer compensation, and (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

Proposal No. 1 – Election of Directors


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Andrew R. Morse	17,658,912	510,166	2,848,968
John Gellert	18,083,807	84,717	2,849,522
R. Christopher Regan	16,768,612	1,221,937	3,027,497
Julie Persily	17,708,416	460,662	2,848,968
Alfredo Miguel Bejos	17,392,439	597,557	3,028,050

Proposal No. 2 – Advisory Vote to Approve the Company’s Named Executive Officer Compensation


Votes For	Votes Against	Abstain	Broker Non-Votes
17,790,433	373,381	5,264	2,848,968

Proposal No. 3 – Ratification of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024


Votes For	Votes Against	Abstain	Broker Non-Votes
20,935,348	79,212	3,486	0

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.


	SEACOR Marine Holdings Inc.

June 6, 2024	By:	/s/ Andrew H. Everett II

		Name: Andrew H. Everett II
		Title: Senior Vice President, General Counsel and Secretary

Document and Entity Information	Jun. 06, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001690334
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	SEACOR Marine Holdings Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37966
Entity Tax Identification Number	47-2564547
Entity Address, Address Line One	12121 Wickchester Lane
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	(346)
Local Phone Number	980-1700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	SMHI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false