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): September 8, 2020

TIDEWATER INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-6311	72-0487776
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6002 Rogerdale Road, Suite 600 Houston, Texas	77072
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 470-5300

Not Applicable

(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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	TDW	New York Stock Exchange
Series A Warrants to purchase shares of common stock	TDW.WS.A	New York Stock Exchange
Series B Warrants to purchase shares of common stock	TDW.WS.B	New York Stock Exchange
Warrants to purchase shares of common stock	TDW.WS	NYSE American
Preferred stock purchase rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

(d)     On September 8, 2020, the board of directors (the “Board”) of Tidewater Inc. (the “Company”) voted, on the recommendation of its Nominating and Corporate Governance Committee, to appoint Darron M. Anderson to the Board. Mr. Anderson’s appointment is effective immediately and, assuming his renomination by the Board, he will stand for reelection at the 2021 annual meeting of the Company’s stockholders. While the Board has determined that Mr. Anderson, age 52, qualifies as an independent director under the applicable listing standards, he has not yet been appointed to serve on any of its committees.

A copy of a press release issued by the Company regarding Mr. Anderson’s election is attached as Exhibit 99, which is hereby incorporated by reference into this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99	Press Release dated September 8, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

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

	TIDEWATER INC
Date: September 8, 2020	By:	/s/ Daniel A. Hudson
		Daniel A. Hudson
		Vice President, General Counsel and Secretary

2

EX-99

Exhibit 99

Tidewater Inc. Appoints Darron M. Anderson to its Board of Directors

HOUSTON, September 8, 2020 – Tidewater Inc. (NYSE: TDW) (“Tidewater” or the “Company”) announced today the appointment of Darron M. Anderson to its Board of Directors, effective immediately. Mr. Anderson is a recognized business leader with extensive experience in the oil and gas industry.

“I’m honored to have the opportunity to join Tidewater’s Board, and I look forward to helping guide the company’s strategy as it navigates the current market and works to enhance its already leading market position,” said Mr. Anderson. “I’m excited to be part of a company with such a recognized and respected history as Tidewater, a leader in the OSV sector that has consistently demonstrated the ability to adapt to changing market conditions.”

Mr. Anderson has served as President and Chief Executive Officer and as a member of the board of directors of Ranger Energy Services since March 2017. He previously served as President and Chief Executive Officer of Express Energy Services from 2008 to August 2015. Mr. Anderson began his career in the oil and natural gas industry as a Drilling Engineer for Chevron USA in 1991 and has subsequently held positions of increasing responsibility in the oil and natural gas and oilfield services industries. He holds a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin.

“Darron is a seasoned executive with a strong track record of leadership in the oil and gas sector,” said Larry Rigdon, Chairman of Tidewater’s Board of Directors. “He has broad, hands-on operational experience and a thorough understanding of how our industry operates today and where it is headed. We are very pleased to welcome Darron to Tidewater and look forward to his contributions to our future success. This appointment represents the latest step in Tidewater’s continuous effort to align the board and management with the objective of maximizing long term shareholder value.”

Tidewater owns and operates the largest fleet of Offshore Support Vessels in the industry, with over 60 years of experience supporting offshore energy exploration and production activities worldwide. For more information about Tidewater, visit tdw.com.

Contacts:

Tidewater Inc.

Jason Stanley

Vice President, Investor Relations

713-470-5300

SOURCE: Tidewater Inc.

XML

Document and Entity Information	Sep. 08, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	TIDEWATER INC
Amendment Flag	false
Entity Central Index Key	0000098222
Document Type	8-K
Document Period End Date	Sep. 08, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-6311
Entity Tax Identification Number	72-0487776
Entity Address, Address Line One	6002 Rogerdale Road
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77072
City Area Code	(713)
Local Phone Number	470-5300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.001 par value per share
Trading Symbol	TDW
Security Exchange Name	NYSE
Series A Warrants To Purchase Shares Of Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series A Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.A
Security Exchange Name	NYSE
Series B Warrants To Purchase Shares Of Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series B Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.B
Security Exchange Name	NYSE
Warrants To Purchase Shares Of Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase shares of common stock
Trading Symbol	TDW.WS
Security Exchange Name	NYSEAMER
Rights [Member]
Document And Entity Information [Line Items]
Security 12b Title	Preferred stock purchase rights
Security Exchange Name	NYSE