8-K 1 d356177d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 15, 2012

 

 

HERCULES OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
  0-51582
  56-2542838

(State of incorporation

or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

9 GREENWAY PLAZA, SUITE 2200

HOUSTON, TEXAS

  77046
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (713) 350-5100

(Former name or former address, if changed since last report)

 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 15, 2012, the stockholders of a majority of shares of Hercules Offshore, Inc. (the “Company”) approved the amendment of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000 shares. The Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1.

 

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

The Company held its Annual Meeting on May 15, 2012 (the “Annual Meeting”). Only holders of the Company’s common stock at the close of business on March 19, 2012 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 140,456,716 shares of common stock outstanding and entitled to vote. A total of 126,200,032 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

Set forth below are the final results of voting on each of the matters submitted to a vote at the Annual Meeting.

1. Stockholders elected each of the three Class I Director nominees for three-year terms as follows:

 

     For      Withheld      Broker  Non-
Votes
 

Suzanne V. Bear

     90,501,282         4,936,057         30,762,693   

John T. Rynd

     90,706,287         4,731,052         30,762,693   

Steven A. Webster

     82,227,502         13,209,837         30,762,693   

2. Stockholders of a majority of shares of the Company voted against approval, on an advisory basis, of the compensation of the Company’s named executive officers disclosed in the Company’s 2012 proxy statement, as follows:

 

For

   Against      Abstentions      Broker Non-Votes  

45,639,329

     49,385,057         412,953         30,762,693   

3. Stockholders holding at least 75% of the shares of the Company’s common stock who are generally entitled to vote in the election of directors, which is the number of votes required to approve this matter under the Company’s Certificate of Incorporation, did not vote for approval of the amendment of the Certificate of Incorporation to permit the stockholders of the company to request a special meeting in certain circumstances, as follows:

 

For

   Against      Abstentions      Broker Non-Votes  

94,818,393

     444,330         174,616         30,762,693   

4. Stockholders of a majority of shares approved the amendment of the Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 shares, as follows:

 

For

   Against      Abstentions      Broker Non-Votes  

90,984,298

     4,303,391         149,650         30,762,693   

5. Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the year ending December 31, 2012, as follows:

 

For

   Against      Abstentions  

124,810,979

     1,181,121         207,932   

Item 8.01 Other Events.

In response to requests from certain of its stockholders, the Company’s board of directors (the “Board”) considered certain modifications to its executive compensation program at its meeting on May 15, 2012.

 

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Specifically, the Board considered (i) implementing of relative performance metrics to determine awards under the Company’s long-term incentive plan, (ii) discontinuing the use of the same performance metrics under both the long-term and short-term incentive plans to determine awards, (iii) increasing the performance period under the Company’s short-term incentive plan from six months to at least one year, and (iv) increasing the performance period of performance awards under the Company’s long-term incentive plan to at least three years. The Board was supportive of each of these modifications and intends to further consider incorporating them into the Company’s compensation program.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

3.1    Amended and Restated Certificate of Incorporation of Hercules Offshore, Inc. filed on May 15, 2012.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HERCULES OFFSHORE, INC.
Date: May 18, 2012     By:   /s/ James W. Noe
      James W. Noe
     

Senior Vice President, General Counsel and

Chief Compliance Officer

 

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