Tidewater Inc. (TDW) Earnings Call Transcript & Summary

Good morning, and welcome to the Tidewater Inc. Annual Meeting of Stockholders. As a reminder, today's conference is being recorded. At this time, I would like to turn the meeting over to Chairman of the Board, Mr. Larry Rigdon. Please go ahead.

Thank you very much. Good morning, everyone. Will the meeting please come to order? My name is Larry Rigdon, Chairman of the Board of Tidewater Inc., and it is my pleasure to welcome all of you to the company's 64th Annual Meeting of Shareholders. Daniel Hudson, Executive Vice President, General Counsel and Secretary, will act as Secretary for the meeting. Also in attendance at this meeting is Ms. Alyson Osenenko of Alliance Advisors LLC. Ms. Osenenko has been appointed by the Tidewater Board to act as the Inspector of Election at this meeting. Ms. Osenenko has previously executed the customary Oath of Inspector, which will be filed with the records of this meeting. We are webcasting and recording this morning's proceedings so that we can prepare a complete transcript for stockholders unable to attend the meeting. A replay of the webcast will be available 24 hours after the completion of the meeting at www.cesonlineservices.com\tdw21_vm (sic) [ www.cesonlineservices.com/tdw21_vm ]. I'll spell that out in detail for you, www.C-E-S-O-N-L-I-N-E-S-E-R-V-I-C-E-S.com\tdw21_vm. So that's www.cesonlineservices.com\tdw21_vm. I call your attention to the agenda and Rules of Conduct that were prepared for the meeting. During the formal business of the meeting, we will answer questions to a particular item of business under discussion. Please refer to the Rules of Conduct for instructions on submitting questions. Before proceeding to the meeting, I would like to make some further introductions. In attendance today are 7 of our current directors including myself. Our current directors are Dick H. Fagerstal, Executive Chairman of the Global Marine Group, Director of Valaris Limited, former Chairman and Chief Executive Officer of Global Marine Holdings, LLC and former Director of Frontier Oil Corporation. Also with us is Quintin V. Kneen, President and Chief Executive Officer of the company; also, Louis S. Raspino, current Director of Forum Energy Technologies and the American Bureau of Shipping, former Director of Dresser-Rand Group and former Director of Chesapeake Energy Corporation; also, Ken H. Traub, Managing Member of the General Partner of Delta Value Group, LLC and Chairman of DSP Group, Inc.; also, Lois Zabrocky, President, Chief Executive Officer and Director of International Seaways, Inc.; also, Darron Anderson, President, Chief Executive Officer and Director of Ranger Energy Services Inc.; and myself, Larry T. Rigdon, former Interim President and Chief Executive Officer of the company and a current Director of Professional Rental Tools, LLC. We also have in attendance our additional director nominee, Robert Robotti, President and Chief Investment Officer of Robotti & Company. I will now take time to introduce the officers of Tidewater Inc. and Tidewater Corporate Services, L.L.C.: first, Quintin Kneen, President and Chief Executive Officer; David Darling, Executive Vice President and Chief Operating Officer; Daniel Hudson, Executive Vice President, General Counsel and Secretary; Lee Johnson, Senior Vice President and Chief Information Officer; Sam Rubio, Executive Vice President and Chief Financial Officer; Darren Vorst, Vice President and Treasurer. Joining us in today's meeting is also Kurt Sands of PricewaterhouseCoopers LLC -- LLP, excuse me, the company's independent registered public accounting firm. Should any stockholder desire to address any inquiries to Kurt relating to the financial position of the company, he will be happy to address your questions. Let me now turn to the formal agenda of the meeting. This meeting is being held pursuant to the notice mailed on April 27, 2021, to each shareholder of record at the close of business on April 12, 2021. All documents concerning the call and Notice of the Meeting will be filed with the records of this meeting. I have been informed that immediately prior to the commencement of the meeting, holders of more than 79% of the outstanding common stock of the company were present by proxy. As a result, I declare a quorum present at the meeting and declare that this meeting to be duly convened for the purposes of transacting such business as may properly come before it. On behalf of the Board of Directors of the company, we express our appreciation to all stockholders who returned their proxies. Now before proceeding with the meeting, I would like to describe the voting procedure. If any stockholder has already submitted a valid proxy prior to the start of the annual meeting, your vote has been received by the company's Inspector of Elections, and there is no need to vote those shares during the annual meeting unless you wish to revoke or change your vote. To vote during the annual meeting, you must be logged in as a stockholder using the e-mail address you used to preregister for this annual meeting. The first matter to be acted upon is the election of the 8 directors who are to serve until the Annual Meeting of Stockholders in 2022 and until their successors are duly elected and qualified. The nominees are Dick Fagerstal, Quintin Kneen, Louis Raspino, Kenneth Traub, Lois Zabrocky, Darron Anderson, Robert Robotti and myself, Larry Rigdon. Information about each of the nominees is in the proxy statement. The company has not received timely notice of any other nominations by a stockholder as required under the company's bylaws, therefore, I declare nominations closed. If there are no questions, I will proceed to the next item of business. Having received no questions, I will move on to the next order of business, which is to approve the 2021 stock incentive plan as disclosed in the proxy statement. If there are no questions, I will proceed to the next item of business. Once again, there are no questions. So the next order of business is to approve on a nonbinding advisory basis the compensation of our named executives as disclosed in the proxy statement, the say-on-pay vote. If there are no questions, I will proceed to the next item of business. Having no questions, the next order of business is to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company and its subsidiaries for the fiscal year ending December 31, 2021. If there are no questions, I will proceed to the next item of business. Having received no questions, the polls are now open. If you previously submitted your vote, you do not need to vote online today unless you wish to change your vote. At this time, if anyone wishes to change their vote and has not yet done so, please proceed to submit your vote. [Voting]

We now have all the proxies. And since all those desiring to submit their vote have done so, I hereby declare the polls closed. The Inspector will count the votes. We have been informed by the Inspector of the Election that preliminary vote report shows that the proposals have passed by the required vote and that all 8 individuals standing for election as director have been elected. I hereby declare that the nominees for director have been duly elected, that the 2021 stock incentive plan has been approved, the compensation paid to the named executives have been approved and that the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for the company for fiscal 2021 have been duly ratified. This brings us to the conclusion of our meeting, and I would like to again express my appreciation again to all of you who joined us today and thank you for your continued support of our company. The meeting is now adjourned.

This concludes today's call. Thank you for your participation. You may now disconnect.