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Get filing alertsTidewater shareholders approve 2.25M share equity plan expansion at annual meeting
Filed June 18, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 2,250,000 shares to the 2021 Stock Incentive Plan with 95.3% support (38,986,062 for, 1,935,390 against), representing ~4.5% dilution to expand equity compensation capacity for employee retention.
Item 5.02 verify on EDGAR → -
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All seven directors elected with 94.8%–99.5% support; Kenneth Traub received lowest support at 94.8% (38,776,714 for, 2,145,629 against), while other six directors received 96.6%–99.5%.
Item 5.07 verify on EDGAR → -
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Say-on-pay vote passed with 99.1% support (40,548,175 for, 362,605 against), indicating strong shareholder alignment with executive compensation practices.
Item 5.07 verify on EDGAR → -
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PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026 with 98.4% support (43,799,406 for, 730,093 against).
Item 5.07 verify on EDGAR →
Summary
Tidewater held its 2026 annual meeting on June 16 with strong shareholder participation (89.57% quorum). The most material outcome was approval of a 2.25 million share expansion to the company's 2021 Stock Incentive Plan, which passed with 95.3% support.
This represents approximately 4.5% dilution relative to the current 49.7 million shares outstanding and provides management with additional equity compensation capacity for employee retention and alignment. All governance proposals passed with healthy support levels.
The seven-director slate was elected with support ranging from 94.8% to 99.5%, executive compensation received 99.1% approval, and the auditor ratification passed with 98.4% support. These results reflect routine shareholder confidence in the board's governance and compensation practices. The equity plan expansion is now effective and the company can begin issuing awards from the expanded pool.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders approved the First Amendment (the “First Amendment”) to the Company’s Amended and Restated 2021 Stock Incentive Plan (the “Plan”) to increase the maximum number of shares available for issuance thereunder by 2,250,000.
Shareholders approved an amendment to expand the equity compensation pool by 2,250,000 shares. This increases the company's capacity to grant stock-based awards to employees and executives, which dilutes existing shareholders but is a standard tool for retention and alignment of management incentives.
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Added in current filing · verify on EDGAR →
The First Amendment became effective on June 16, 2026.
The plan amendment took effect immediately upon shareholder approval at the June 16, 2026 annual meeting. The company can now begin issuing equity awards from the expanded share pool.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Tidewater held its 2026 annual meeting with 89.57% quorum; shareholders elected seven directors and approved executive compensation, equity plan expansion, and auditor ratification.
Added in current filing · verify on EDGAR →
Director Nominee | Votes For | Votes Against | Abstentions Broker Non-Votes Melissa Cougle | 40,703,580 | 80,892 | 159,698 | 3,602,661 Dick H. Fagerstal 39,533,810 | 1,388,557 | 21,803 | 3,602,661 Quintin V. Kneen 40,741,589 | 184,358 | 18,223 | 3,602,661 Louis A. Raspino 40,600,223 | 184,248 | 159,699 | 3,602,661 Robert E. Robotti 39,967,442 | 959,888 | 16,840 | 3,602,661 Kenneth H. Traub 38,776,714 | 2,145,629 | 21,827 | 3,602,661 Lois K. Zabrocky 40,707,753 | 76,858 | 159,559 | 3,602,661
All seven director nominees were elected to one-year terms. Support ranged from 94.8% to 99.5% of votes cast (excluding broker non-votes). Kenneth Traub received the lowest support at 94.8% (38,776,714 for vs 2,145,629 against), representing 78.0% of shares outstanding, while the other six directors received 96.6% to 99.5% support and 80.3% to 81.9% of shares outstanding.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
As of April 17, 2026, the record date for the Annual Meeting, the Company had 49,729,815 shares of common stock outstanding and entitled to vote. Of this number, 44,546,831 shares were represented in person or by proxy at the meeting, which represented 89.57% of the shares entitled to vote.
The annual meeting achieved a quorum of 89.57% of outstanding shares (44,546,831 of 49,729,815 shares). This strong participation rate indicates healthy shareholder engagement and validates the voting outcomes on all proposals.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify