Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements

On May 19, 2020, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Helix Energy Solutions Group, Inc. ("Helix" or "our") approved voluntary temporary reductions in base salary for each of the continuing executive officers of Helix listed in the "Summary Compensation Table" in Helix's proxy statement (the "Proxy Statement") for its 2020 Annual Meeting of Shareholders (our "2020 Annual Meeting") as a named executive officer (the "Named Executive Officers").

The salary reductions equal ten percent (10%) of the amount of base salary that would have been paid to each of the Named Executive Officers, except that, in the case of Mr. Kratz, our President and Chief Executive Officer, the reduction percentage equals twenty-five percent (25%). The salary reductions will be effective as of June 1, 2020 and are scheduled to last for the remainder of 2020, with that decision to be reviewed by the Committee on at least a quarterly basis during the period of the reductions.

In connection with these temporary salary reductions, each of the Named Executive Officers, with the approval of the Committee, entered into substantially similar amendments to their respective employment agreements (collectively, the "Amendments") to reflect the temporary salary reductions. The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, copies of which are attached hereto as exhibits and incorporated herein by reference.

In order to align the compensation of Helix's Board with these salary reductions, the Board agreed to twenty percent (20%) reductions in its members' annual Board cash retainers and the annual cash retainer paid to the Chairman of the Board for such service. These reductions will be effective as of June 1, 2020 and are scheduled to last for the remainder of 2020, with that decision to be reviewed on at least a quarterly basis during the period of the reductions.

Helix, the Named Executive Officers and the Board voluntarily undertook these reductions during this critical period due to the business and financial impact of the current volatility in oil prices and the overall energy market, as well as the ongoing global health pandemic, on our shareholders and employees.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Helix held our 2020 Annual Meeting on May 20, 2020. Three proposals, as described in the Proxy Statement, were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results:

? Election of Director Nominees.


                                                                     Broker
Director               Votes For    Votes Withheld   Abstentions   Non-Votes
Amy H. Nelson         125,973,937     1,537,995           -        10,614,625
William L. Transier   121,174,929     6,337,003           -        10,614,625

Each of the directors received the affirmative vote of a plurality (as well as a majority) of the shares cast and were elected as Class III directors to the Board to serve a three-year term expiring at the annual meeting of shareholders in 2023 or, if at a later date, until their respective successor is elected and qualified.


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? Proposal to ratify the selection of KPMG LLP as Helix's independent registered public accounting firm for 2020.


                                             Broker
 Votes For    Votes Against   Abstentions   Non-Votes
137,866,209      71,326         189,022         -

This proposal received a majority of the votes cast; accordingly, our shareholders ratified the selection of KPMG LLP as Helix's independent registered public accounting firm for 2020.



?   Approval, on a non-binding advisory basis, of the 2019 compensation of our
named executive officers.
                                              Broker
 Votes For    Votes Against   Abstentions   Non-Votes
125,586,597     1,618,351       306,984     10,614,625

This proposal received a majority of the votes cast; accordingly our shareholders approved, on a non-binding advisory basis, the 2019 compensation of our named executive officers.

Item 9.01 Financial Statements and Exhibits.



(d)      Exhibits.

Exhibit
Number     Description
10.1         First Amendment to Employment Agreement between Helix
           Energy Solutions Group, Inc. and Owen Kratz effective
           May 22, 2020.
10.2         First Amendment to Employment Agreement between Helix
           Energy Solutions Group, Inc. and Scotty Sparks effective
           May 22, 2020.
10.3         First Amendment to Employment Agreement between Helix
           Energy Solutions Group, Inc. and Erik Staffeldt effective
           May 22, 2020.
10.4         First Amendment to Employment Agreement between Helix
           Energy Solutions Group, Inc. and Ken Neikirk effective
           May 22, 2020.
104        Cover Page Interactive Data File (embedded within the
           Inline XBRL document).

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