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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, 2024

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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:

☐ 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:

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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. ☐

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

(e) As described below under Item 5.07, on May 15, 2024, shareholders of Helix Energy Solutions Group, Inc. (the “Company”) approved amendments to the Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan (the “LTIP”), as amended and restated. The summary of material terms of the LTIP is set forth in the Company’s proxy statement dated April 3, 2024 (the “2024 Proxy Statement”) under the caption “Proposal 4. Approval of Amendment and Restatement of Our 2005 Long Term Incentive Plan” and is incorporated herein by reference. This summary is qualified in its entirety by reference to the text of the LTIP that was filed as Annex A to the Proxy Statement.

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

The Company held its Annual Meeting of Shareholders on May 15, 2024. Four proposals, as described in the 2024 Proxy Statement, were voted upon at the meeting. The following is a brief description of the matters voted upon and the final voting results:

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Each of the directors received the affirmative vote of a plurality of the shares cast and were elected as Class II directors to the Company’s Board of Directors to serve a three-year term expiring at the annual meeting of shareholders in 2027 or, if at a later date, until their respective successor is elected and qualified.

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This proposal received a majority of the votes cast; accordingly, our shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2024.

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This proposal received a majority of the votes cast; accordingly, our shareholders approved, on a non-binding advisory basis, the 2023 compensation of our named executive officers.

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This proposal received a majority of the votes cast; accordingly, our shareholders approved the 2005 Long Term Incentive Plan, as Amended and Restated.

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Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

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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 hereunto duly authorized.

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