Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2021 (July 22,2021)



(Exact name of registrant as specified in its charter)




(State or other jurisdiction
of incorporation)

File Number)

(IRS. Employer Identification No.)

3505 West Sam Houston Parkway North

Suite 400

Houston, Texas


(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 281-618-0400


(Former name, former address and former fiscal year, 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:

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

Common Stock


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) At its meeting on July 22, 2021, the Board of Directors of Helix Energy Solutions Group, Inc. (“Helix”), pursuant to Helix’s By-Laws, increased the size of the Helix Board from six to seven directors, and also elected T. Mitch Little as a director, both effective as of July 22, 2021. Mr. Little will serve as a Class I director whose term will expire at Helix’s next Annual Meeting of Shareholders. Mr. Little was not selected as a director pursuant to any arrangements or understandings between Mr. Little, Helix or any other person. In addition, there are no related party transactions between Helix and Mr. Little or his immediate family.

In connection with his appointment and consistent with Helix’s current independent director compensation program, concurrently with the effectiveness of his election on July 22, 2021 Mr. Little was awarded 14,664 shares of restricted Helix common stock. The number of shares was determined based on the closing price of Helix common stock on July 22, 2021 and will vest on the one-year anniversary of the date of the grant. For his service on the Helix Board, Mr. Little will also receive retainer and other fees in accordance with Helix’s independent director compensation program.

Item 7.01. Regulation FD Disclosure.

Additional information with regard to Mr. Little is included in the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.






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 hereunto duly authorized.



Date: July 23, 2021




/s/ Kenneth E. Neikirk

Kenneth E. Neikirk

Senior Vice President, General Counsel and
Corporate Secretary






Helix Energy Solutions Group, Inc.

3505 W. Sam Houston Parkway N., Suite 400

Houston, TX 77043


fax: 281-618-0505

For Immediate Release


Date: July 23, 2021


Erik Staffeldt

Executive Vice President & CFO

Helix Appoints T. Mitch Little as New Director

HOUSTON, TX – Helix Energy Solutions Group, Inc. (“Helix”) (NYSE: HLX) announced today that its Board of Directors has appointed T. Mitch Little as a new director.

Mr. Little, 58, served as Executive Vice President – Operations for Marathon Oil Corporation (“Marathon”) (NYSE: MRO) from August 2016 until his retirement in December 2020, where he held full responsibility for all operations and development activities.  Prior to such role Mr. Little served in a variety of roles of progressing leadership responsibility at Marathon, including Vice President – Conventional & Oil Sands Mining Assets, Vice President – International & Offshore Exploration & Production Operations, Managing Director – Norway, and General Manager – Worldwide Drilling & Completions.  Mr. Little joined Marathon in 1986 and has over 30 years’ experience in the petroleum industry in various technical, supervisory and senior management positions.  Mr. Little previously served as the Chairman of the Oilfield Energy Center, a non-profit venture dedicated to expanding awareness of subsurface hydrocarbon energy resources and supporting global stewardship in the communities that develop those resources in a safe and environmentally responsible manner.

Mr. Little will serve as a Class I director whose term will expire at Helix’s next Annual Meeting of Shareholders.

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations.  For more information about Helix, please visit our website at www.HelixESG.com.