Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Clawback Policy. On December 12, 2019, the Board of Directors (the "Board") of
Helix Energy Solutions Group, Inc. (the "Company") adopted an Incentive Award
Recoupment Policy (the "Clawback Policy") that allows recovery of certain cash
incentive payments and equity-based compensation provided to the Company's Chief
Executive Officer and Chief Financial Officer (the "Covered Officers"). In the
event the Company is required to prepare a financial restatement, the Board may
recoup from the Covered Officers erroneously awarded incentive compensation
received within the one year preceding the date on which the Board determines a
financial restatement is required if the Board determines that the Covered
Officer engaged in fraud, negligence or other misconduct that contributed to the
need for the financial restatement. In addition, if a Covered Officer engages in
misconduct that has caused material financial, operational or reputational harm
to the Company, the Board may recoup incentive compensation received by the
Covered Officer during and after the period in which the misconduct occurred.
Misconduct subject to the Clawback Policy must have occurred within the one year
preceding the date on which the Board determines that misconduct occurred.
The Board intends to revisit the Clawback Policy in accordance with any final
rules and regulations issued by the Securities and Exchange Commission and/or
any applicable listing exchange, in connection with Section 954 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Form of LTIP Award Agreement. On December 11, 2019, the Compensation Committee
of the Board (the "Committee") adopted a revised form of award agreement for
Performance Share Unit awards issued under the Company's 2005 Long-Term
Incentive Plan, as amended and restated effective May 15, 2019 (the "LTIP"). The
form of award agreement was adopted by the Committee consistent with the LTIP as
approved by the Company's shareholders on May 15, 2019. This form of award
agreement will be utilized until the Committee determines otherwise.
The foregoing is only a brief description of the terms of the Clawback Policy
and form of award agreement, does not purport to be complete and is qualified in
its entirety by reference to the Clawback Policy and the form of award
agreement, copies of which are attached hereto as Exhibits 99.1 and 10.1,
respectively, and incorporated herein by reference.
Executive Officer Compensation. On December 11, 2019, the Committee approved an
increase in compensation for Scotty Sparks, the Company's Executive Vice
President and Chief Operating Officer; Erik Staffeldt, the Company's Executive
Vice President and Chief Financial Officer; and Ken Neikirk, the Company's
Senior Vice President, General Counsel and Corporate Secretary. Beginning
January of 2020, Mr. Sparks's base salary will be $460,000 (an $85,000 increase
from his current salary), and his bonus target will be $460,000 (an $85,000
increase from his current bonus target). Beginning January of 2020,
Mr. Staffeldt's base salary will be $440,000 (a $65,000 increase from his
current salary), and his bonus target will be $440,000 (a $65,000 increase from
his current bonus target). Beginning January of 2020, Mr. Neikirk's base salary
will be $360,000 (a $60,000 increase from his current salary), and his bonus
target will be $360,000 (a $60,000 increase from his current bonus target).
Information related to the other elements of total compensation for the
Company's named executive officers will be disclosed in the Company's 2020 Proxy
Statement to the extent required by the rules related to proxy statements and
the disclosure of executive compensation.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Form of Performance Share Unit Award Agreement.
99.1 Incentive Award Recoupment Policy, adopted December 12,
2019.
101.INS XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document.
101.SCH XBRL Schema Document.
101.CAL XBRL Calculation Linkbase Document.
101.DEF XBRL Definition Linkbase Document.
101.LAB XBRL Label Linkbase Document.
101.PRE XBRL Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document).
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HELIX ENERGY SOLUTIONS GROUP, INC. 
