Helix Energy Solutions 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2011 (December 9, 2011)
Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)
number, including area code)
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):
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2011, the Compensation Committee (the Committee) of the Board of Directors of Helix Energy Solutions Group, Inc. (the Company) determined and approved the base salaries, the 2012 Target Bonus (payable in 2013), and the value of the Long-Term Incentive Award consisting of a) a performance-based Long-Term Incentive Cash Award (the Cash Award) under our 2009 Long-Term Incentive Cash Plan; b) a performance-based restricted share units award (the Performance Units Award) under our 2005 Long-Term Incentive Plan; and c) a time-vested restricted stock award (the Restricted Stock Award) under our 2005 Long-Term Incentive Plan, for each of the Companys executive officers. The following table sets forth only the material changes to the base salary, Target Bonus and Long-Term Incentive Award, as applicable, for those executive officers listed in the Summary Compensation Table in the Companys proxy statement for its 2011 annual meeting of shareholders (the Named Executive Officers). If a Named Executive Officer is not listed below there were no material changes to such officers base salary, 2012 Target Bonus, or the value of the Long-Term Incentive Award to that officer.
Long-Term Incentive Awards. On December 9, 2011, the Committee also adopted the forms of award for the Cash Award, the Performance Units Award and the Restricted Stock Award. Such forms of award shall be utilized until the Committee determines otherwise. The material terms of those awards are described below. The descriptions of the material terms of the Cash Award, the Performance Units Award and the Restricted Stock Award are qualified in their entirety by reference to each form of award which is incorporated herein by reference. Capitalized Terms not defined herein shall have the definitions ascribed to them in the award agreement, the Companys 2009 Long-Term Cash Incentive Plan or the Companys 2005 Long-Term Incentive Plan, as applicable.
Performance Units Award
Restricted Stock Award
Information related to the other elements of total compensation for the Companys named executive officers will be disclosed in the Companys 2012 Proxy Statement to the extent required by the rules related to proxy statements and the disclosure of executive compensation.
Item 9.01 Financial Statements and Exhibits
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: December 15, 2011
Index to Exhibits