The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation referred to herein as “Helix,” the “Company,” “we,” “us” or “our,” is soliciting your proxy to vote at the 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 11, 2017. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.

The Annual Meeting will be held at Helix Energy Solutions Group, Inc.’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. The Board of Directors of Helix (the “Board”) has set March 13, 2017 as the record date for the Annual Meeting. There were 147,660,932 shares of Helix’s common stock outstanding on the record date.

If you attend the Annual Meeting, please note that you may be asked to present valid picture identification. Cameras, recording devices and other electronic devices may not be permitted at the meeting other than those operated by Helix or its designees.

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our 2016 Annual Report to Shareholders available to our shareholders electronically via the Internet. On or about March 28, 2017, we intend to mail to our shareholders a Notice of Availability of Proxy Materials (“Notice”). The Notice contains instructions on how to vote online, by telephone or, in the alternative, how to request a paper copy of the proxy materials and a proxy card. By providing the Notice and access to our proxy materials via the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.

We are providing these proxy materials to you in connection with our Annual Meeting, to be held on Thursday, May 11, 2017 at 10:30 a.m. at Helix’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, and all reconvened

meetings after adjournments thereof. As a shareholder of Helix, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

Five matters are currently scheduled to be voted on at the Annual Meeting.

Although we do not expect any other items of business, we will also consider other business that properly comes before the Annual Meeting or any adjournment thereof in accordance with Minnesota law and our By-laws. The Chairman of the Annual Meeting may refuse to allow the presentation of a proposal or a nomination for the Board from the floor of the Annual Meeting if the proposal or nomination was not properly submitted.

The Board has set March 13, 2017 as the record date for the Annual Meeting. Owners of Helix common stock whose shares are recorded directly in their name in our stock register (shareholders of record) at the close of business on March 13, 2017 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 13, 2017, hold shares of our common stock in “street name,” that is, through an

account with a broker, bank or other nominee, may direct the holder of record how to vote their shares at the Annual Meeting by following the instructions they will receive from the holder of record for this purpose. You are entitled to one vote for each share of common stock you held on the record date on each of the matters presented at the Annual Meeting.

We are using the “notice and access” process permitted by the SEC to distribute proxy materials to certain shareholders. This process allows us to post proxy materials on a designated website and notify shareholders of the availability of the proxy materials on that website. As such, we are furnishing to most of our shareholders proxy materials, including this proxy statement and our 2016 Annual Report to Shareholders, by providing access to those documents on the Internet instead of mailing paper copies. The Notice, which is being mailed to most of our shareholders, describes how

to access and review all of the proxy materials on the Internet. The Notice also describes how to vote via the Internet. If you would like to receive a paper copy by mail or an electronic copy by e-mail of the proxy materials, you should follow the instructions in the Notice for requesting those materials. Your accessing your proxy material on the Internet and your request to receive future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact on the environment.

If you are a shareholder of record, you may either vote your shares in person at the Annual Meeting or designate another person to vote the shares you own. That other person is called a “proxy,” and you may vote your shares by means of a proxy using one of the following methods of voting:

The instructions for these three methods of voting your shares are set forth on the Notice (which immediately follows the Table of Contents) and also on the proxy card. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted as recommended by our Board. The giving of a proxy does not affect your right to vote in person if you attend the Annual Meeting.

Directions to the Annual Meeting can be obtained at www.Helixesg.com/annualmeeting or by calling 888.345.2347.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Wells Fargo Bank, N.A., Shareowner Services (“Wells Fargo”), you are considered a “shareholder of record” with respect to those shares and the Notice is being sent directly to you by Wells Fargo. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. To vote your shares at the Annual Meeting you should bring proof of identification. Whether or not you plan to attend the Annual Meeting, we urge you to vote via the Internet, by telephone, or by marking, signing, dating and returning the proxy card.

Beneficial Owner. If however, like most shareholders of Helix, you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares, and the Notice is being forwarded to you by your broker, bank or other nominee as the record holder. If you are a beneficial owner, you may appoint proxies and vote as provided by that broker, bank or other nominee. The availability of telephone or Internet voting will depend

upon the voting process of your broker, bank or other nominee. You should follow the voting directions provided by your broker, bank or other nominee. If you provide specific voting instructions in accordance with the directions provided by your broker, bank or other nominee, your shares will be voted by that party as you have directed. The organization that holds your shares, however, is considered to be the shareholder of record for purposes of voting at the Annual Meeting.

Accordingly, you may vote shares held in “street name” at the Annual Meeting only if you (a) obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares, and (b) provide an account statement or letter from the record holder showing that you were the beneficial owner of the shares on the record date. If your shares are not registered in your name and you plan to attend the Annual Meeting and vote your shares in person, you should contact your broker, bank or other nominee in whose name your shares are registered to obtain a proxy executed in your favor and bring it to the Annual Meeting.

Yes, if you are a shareholder of record, you may change your vote and revoke your proxy by:

If you hold shares in “street name,” you must follow the procedures required by the shareholder of record – your broker, bank or other nominee – to revoke or change a proxy. You should contact the shareholder of record directly for more information on these procedures.

A majority of Helix’s outstanding common shares as of the record date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the Annual Meeting if a shareholder:

Proxies received but marked as abstentions or withholding authority and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

If you are the beneficial owner of shares held in “street name,” then the broker, bank or other nominee, as shareholder of record, is required to vote those shares in accordance with your instructions. However, if you do not give instructions to the broker, bank or other nominee, then it will have discretion to vote the shares with respect to “routine” matters, such as the ratification of the selection of an independent registered public accounting firm, but will not be permitted to vote with respect to “non-routine” matters, such as the election of directors and the approval, on a non-binding advisory basis, of the 2016 compensation of our named executive officers.

Accordingly, if you do not instruct your broker, bank or other nominee on how to vote your shares with respect to non-routine matters, your shares will be broker non-votes with respect to those proposals.

An abstention is a decision by a shareholder to take a neutral position on a proposal being submitted to shareholders at a meeting. Taking a neutral position through an abstention is considered a vote cast on a proposal being submitted at a meeting as described in the response to question 4 above.

On the record date, there were 147,660,932 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting, held by approximately 15,455 beneficial owners.

These shares are the only securities entitled to vote at the Annual Meeting. Each holder of a share of common stock is entitled to one vote for each share held on the record date.

Other than the five matters noted in response to question 2 above, we are not aware of any other business to be acted upon at the Annual Meeting.

If you grant a proxy, other than the proxy held by the shareholder of record if you are the beneficial owner and

hold your shares in “street name,” the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting or any adjournment thereof in accordance with Minnesota law and our By-laws.

Shareholders of Record. If you are the shareholder of record and you return a signed proxy card but do not indicate how you wish to vote, then your shares will be voted in accordance with the recommendations of our Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion

regarding any other matters properly presented for a vote at the Annual Meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares will be voted in accordance with your instructions.

Beneficial Owners. If you are a beneficial owner and hold your shares in “street name” and do not provide your broker, bank or other nominee with voting instructions, your broker, bank or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers, banks and other nominees have the discretion to vote on “routine” matters, such as the ratification of the selection of an independent registered public accounting firm, but do not have discretion to vote on “non-routine” matters, such as the election of directors and the approval, on a non-binding advisory basis, of the 2016 compensation of our named executive officers.

Your vote is especially important. If your shares are held by a broker, bank or other nominee, your broker, bank or other nominee cannot vote your shares for (1) the election of directors, (2) the approval, on a non-binding advisory basis, of the 2016 compensation of our named executive officers, (3) re-approval of certain terms of our 2005 Long Term Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code and (4) the recommendation, on a non-binding advisory basis, on the frequency of holding the advisory vote to approve the compensation of our named executive officers, unless you provide voting instructions. Therefore, please promptly instruct your broker, bank or other nominee regarding how to vote your shares regarding these matters.

Proxy cards, proxies delivered by Internet or telephone, ballots and voting tabulations that identify individual shareholders are mailed or returned directly to Wells Fargo as the independent inspector of election and

handled in a manner that protects your voting privacy. As the independent inspector of election, Wells Fargo will count the votes.

Yes. During the Annual Meeting shareholders may ask questions or make remarks directly related to the matters being voted on. To ensure an orderly meeting, we ask that shareholders direct questions and comments to the Chairman. In order to provide this opportunity to every shareholder who wishes to speak, the Chairman may limit

each shareholder’s remarks to two minutes. In addition, certain employees and officers will be available at the meeting to provide information about 2016 developments and to answer questions of more general interest regarding Helix.

It means you hold shares registered in more than one account. To ensure that all your shares are voted, please follow the instructions and vote the shares represented by each proxy card. To avoid this situation in the future, we

encourage you to have all accounts registered in the same name and address whenever possible. For shares held directly by you, you can do this by contacting our transfer agent, Wells Fargo, at 800.468.9716.

We will bear all expenses in conjunction with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to beneficial owners. However, we will not bear any costs related to an individual

shareholder’s use of the Internet or telephone to cast their vote. Proxies may be solicited by mail, in person, by telephone or by facsimile, by certain of our officers, directors and regular employees, without extra compensation.

Preliminary voting results will be announced at the Annual Meeting and posted on our website under Investor Relations at www.Helixesg.com. The final voting results

will be reported in a Current Report on Form 8-K filed in accordance with SEC rules.

If you have additional questions about this proxy statement or the Annual Meeting, or would like additional copies of this proxy statement or our 2016 Annual Report to Shareholders (including our Annual Report on

Form 10-K), please contact the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, telephone: 281.618.0400.

Shareholders may send communications in care of the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

Please indicate whether your message is for our Board as a whole, a particular group or committee of directors, our Lead Director or another individual director.

All shareholder proposals must be submitted in writing to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Any shareholder who intends to present a proposal at the 2018 Annual Meeting of Shareholders must deliver the proposal to us so that it is received no later than November 29, 2017, to have the proposal included in our proxy materials for that meeting. Shareholder proposals must also meet other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be eligible for inclusion.

In addition, our By-laws permit shareholders to propose business to be considered and to nominate directors for election by the shareholders. To propose business or to nominate a director at the 2018 Annual Meeting of Shareholders, shareholders must deliver a notice to Helix’s Corporate Secretary prior to February 10, 2018, setting forth the name of the nominee and all information required to be disclosed in solicitations of proxies or otherwise required pursuant to Regulation 14A under the Exchange Act together with such person’s written consent to serve as a director if elected.

Two directors are to be elected at the Annual Meeting. The Board has proposed two nominees, Nancy K. Quinn and William L. Transier, to stand for election as Class III directors to serve a three-year term expiring at the Annual Meeting of Shareholders in 2020 or, if at a later date, until their successors are elected and qualified. Ms. Quinn and Mr. Transier are currently serving as Class III directors.

The nominees have agreed to be named in this proxy statement and have indicated a willingness to continue to serve if elected. The Corporate Governance and Nominating Committee of the Board has determined that each of the nominees qualifies for election under its criteria for the evaluation of directors and has nominated the candidates for election. If a nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated on the proxy card. The Board has no reason to believe that either of the nominees will become unable to serve. The Board has affirmatively determined that Ms. Quinn and Mr. Transier qualify as “independent” as that term is defined under NYSE Rule 303A and applicable rules promulgated under the Exchange Act.

Unless otherwise instructed, the persons named as proxies will vote all proxies received FOR the election of each person named as nominee below as a Class III director for a term of three years, until the Annual Meeting of Shareholders in 2020 or, if at a later date, until his or her respective successor is elected and qualified. There is no cumulative voting in the election of directors and the Class III directors will be elected by a plurality of the votes cast at the Annual Meeting.

In the section below, we provide the name and biographical information about each of the Class III director nominees and each other member of the Board. Age and other information in the director’s biographical information are as of March 13, 2017. Information about the number of shares of our common stock beneficially owned by each director as of March 13, 2017 appears below under the heading “Share Ownership Information –Management Shareholdings” on page 50.

There are no family relationships among any of our directors, nominees for director or executive officers.

Board of Directors Recommendation

The Board recommends that you vote “FOR” the nominees to the Board of Directors set forth in this Proposal 1.

Vote Required

Election of each director requires the affirmative vote of holders of a plurality of the shares of common stock present or represented and voting on the proposal at the Annual Meeting. This means the two nominees receiving the greatest number of votes cast by the holders of our common stock entitled to vote on the matter will be elected as directors.

Under the Corporate Governance Guidelines for the Board, any of the nominees for director who receives a greater number of “withhold authority” than votes “for” his or her election is required to promptly tender his or her resignation. That resignation is to be considered by the Corporate Governance and Nominating Committee, which is to make its recommendation to the full Board. The Board is to act upon the committee’s recommendation within 90 days of the shareholder vote, and the Board’s decision (and if the Board should decline to accept the resignation, the reasons therefor) will be disclosed in a Current Report on Form 8-K.

Our Board currently consists of eight members and, in accordance with our By-laws, is divided into three classes of similar size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The Class I, II and III directors are currently serving until the later of the Annual Meeting in 2019, 2018 and 2017, respectively, and their respective successors being elected and

qualified. There are currently three directors each in Class I and Class II and two directors in Class III. However, the Board has resolved that on March 31, 2017, which is the effective date of Mr. Porter’s resignation from the Board, the size of the Board will be reduced to seven members and the number of directors in Class II will be reduced to two.

The Board has established guidelines that it follows in matters of corporate governance. A complete copy of the Corporate Governance Guidelines is available on our website, which is located at www.Helixesg.com, under Investor Relations, by clicking Governance. According to the guidelines, the Board is vested with all powers necessary for the management and administration of

Helix’s business operations. Although not responsible for our day-to-day operations, the Board has the responsibility to oversee management, provide strategic direction, provide counsel to management regarding the business of Helix, and to be informed, investigate and act as necessary to promote our business objectives.

The Board has affirmatively determined that Messrs. Lovoi, Porter, Rask, Transier and Watt, and Ms. Quinn qualify as “independent” as that term is defined under NYSE Rule 303A and applicable rules promulgated under the Exchange Act. In making this determination, the Board has concluded that none of these directors has a relationship with Helix that, in the opinion of the Board, is material and would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The current non-independent management directors are Mr. Kratz, our President and Chief Executive Officer, and Mr. Tripodo, our Executive Vice President and Chief Financial Officer. Accordingly, a majority of the members of our Board are independent, as required by NYSE Rule 303A. This independence determination is analyzed annually to promote arms-length oversight. In

making the determination regarding independence the Board reviewed the NYSE Rule 303A criteria for independence in advance of the first meeting of the Board in 2017. In connection with its determination, the Board gathered information with respect to each Board member individually regarding transactions and relationships between Helix and its directors, including the existence of certain ongoing transactions entered into between Helix and other entities of which our directors serve as officers or directors. Each director also completed a questionnaire, which included questions about his or her relationship with Helix. None of these transactions or relationships were deemed to affect the independence of the applicable director, nor did they exceed the thresholds established by NYSE rules.

The Board is responsible for selecting candidates for Board membership and for establishing the criteria to be used in identifying potential candidates. The Board delegates the screening and nomination process to the Corporate Governance and Nominating Committee.

For more information on the director nomination process, including the current selection criteria, see “Corporate Governance and Nominating Committee” starting on page 19.

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We believe our Board should be composed of individuals with sophistication and experience in the substantive areas that impact our business. We believe experience, qualifications, or skills in one or more of the following areas to be most important: offshore oilfield services, oil and gas exploration and production, international operations, accounting and finance, strategic

planning, investor relations, legal/regulatory matters, leadership and administration of complex organizations, management of risk, corporate governance and other areas related to the operation of a major international corporation (whether social, cultural, industrial or operational). We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service, and have the described noteworthy attributes in their biographies under “Election of Directors” on pages 9-12.

The Board believes that the individual with the most extensive knowledge of Helix and the industry, and who is ultimately responsible for Helix’s day-to-day operations and executing our financial objectives, our CEO, is best positioned to serve as Chairman of the Board, taking a key role in setting agendas for the Board in terms of the most significant business issues and risks that affect Helix from time to time. In addition, the Board also believes that together with our CEO serving as Chairman, a lead director promotes the appropriate amount of independent judgment and risk oversight by the Board. We believe that this structure, combined with strong committee chairs and our other governance practices, provides a healthy balance of strong leadership and active participation by our independent board members, and facilitates communications among the Board, its committees and management. The Board does periodically review its leadership structure.

Pursuant to the Lead Director Charter adopted by the Board in March of 2016, in circumstances in which the Chairman of the Board is not independent, the independent directors (after considering the recommendation of the Corporate Governance and Nominating Committee) annually elect from among their number a Lead Director. The Lead Director is elected annually, but is generally expected to serve for more than one year. Mr. Transier currently serves as Lead Director.

The Lead Director is charged with generally coordinating the activities of the other independent board members and performing such other duties and responsibilities as determined from time to time by the independent directors. The specific responsibilities of the Lead Director set forth in the Lead Director Charter are as follows:

Pursuant to the terms of our Corporate Governance Guidelines adopted by the Board, any shareholder or other interested party wishing to send written communications to any one or more of Helix’s directors may do so by sending them in care of our Corporate Secretary at Helix’s corporate office. All such

communications will be forwarded to the intended recipient(s). All such communications should indicate whether they contain a message for the Board as a whole, a particular group or committee of directors, our Lead Director or another individual director.

In addition to the Corporate Governance Guidelines, in 2003 we adopted a written Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our executive officers. At that time we also established a Code of Ethics for Chief Executive and Senior Financial Officers, which is applicable to our Chief Executive Officer, Chief Financial Officer, Vice President – Finance and Accounting and Vice President – Internal Audit. We have posted a current copy of both codes on our website, which is located at www.Helixesg.com, under Investor Relations, then by

clicking Governance. In addition, we intend to post on our website all disclosures that are required by law or NYSE listing standards concerning any amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics, the Code of Ethics for Chief Executive and Senior Financial Officers and the Corporate Governance Guidelines are available free of charge in print upon request sent to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

The members of our Board hold a regular meeting immediately preceding and/or immediately after each year’s Annual Meeting of Shareholders. Therefore, members of our Board generally attend Helix’s Annual Meetings of Shareholders.

The Board encourages its members to attend the Annual Meeting, but does not have a written policy regarding attendance at the meeting. All members of the Board attended the 2016 Annual Meeting of Shareholders.

In February of 2017, the Corporate Governance and Nominating Committee adopted a mandatory retirement policy for directors such that no person may be a director

nominee to serve for a term, if during the applicable term he or she would reach the age of 75.

The Board encourages all members to attend director education programs if they believe attendance will enable them to perform better and to recognize and effectively

deal with issues as they arise. In addition, from time to time Helix will present programs regarding topical matters to the Board.

The Board has overall responsibility for risk oversight with a focus on the most significant risks facing Helix. Our management identifies and prioritizes risks associated with our business, which are discussed at Board and/or committee meetings as appropriate. The Board focuses on our general risk management strategy and the most significant risks to Helix, and ensures that appropriate risk mitigation strategies are implemented by our management. The Board is also informed of particular risks in connection with its general oversight and approval of corporate matters.

The Board delegates to the Audit Committee oversight of much of our risk management process. Among its duties, the Audit Committee regularly reviews with management:

The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes. Our management is responsible for the day-to-day management of Helix including the management of risk. Our finance, legal (which includes compliance, human resources, contracts and insurance functions) and internal audit departments serve as the primary monitoring and

testing function for company policies and procedures, and manage the day-to-day oversight of our risk management strategy. This oversight includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Management regularly reports on these risks to the Board and/or the relevant committee. Additional review and reporting of risks is conducted as needed or as requested by the Board and/or relevant committee. Our committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material risk.

In addition to reports from the committees, the Board receives presentations throughout the year from various members of management that include discussion of significant risks as necessary and appropriate, including any risks associated with proposed transactions. At each Board meeting, our Chairman and CEO addresses matters of particular importance or concern, including any significant areas of risk that require Board attention, whether commercial, operational, legal, regulatory or other type of risk. Additionally, the Board reviews our short-term and long-term strategies, including consideration of significant risks facing Helix and the impact of such risks.

We believe that our risk management procedures and responsibilities are an effective approach for addressing the risks facing Helix and that our Board structure supports this approach.

The Board currently has, and appoints members to, three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Each committee acts under the terms of a written charter, copies of which are available on our website, which is located at

www.Helixesg.com, under Investor Relations, then by clicking Governance. A copy of each charter is available free of charge upon request to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

The following table summarizes the membership of the Board and each of its committees as well as the number of times each met during the year ended December 31, 2016. Members were elected to the Board based upon the recommendation of the Corporate Governance and

Nominating Committee followed by a vote of the full Board. Each member of each of these committees is independent as defined by the applicable NYSE and SEC rules.

During the year ended December 31, 2016, the Board held a total of seventeen meetings. Each director attended 75% or more of the total meetings of the Board

held during the time such director was a member, and each director attended 75% or more of the total meetings of the committees on which such director served.

Non-management directors meet in regularly scheduled executive sessions following Board and committee meetings without any members of management being present and at which only those directors who meet the independence standards of the NYSE are present, provided however, that committees do periodically meet with individual members of management by invitation, including the CEO, during executive session. Prior to the adoption of the Lead Director Charter in March of 2016, which provides that the Lead Director presides at

executive sessions of the independent directors, Mr. Porter, as Chair of the Corporate Governance and Nominating Committee, presided as the chair of each executive session of the Board unless the particular topic of the applicable executive session dictated that another independent director serve as the chair of the meeting. In the case of an executive session of the independent directors held in connection with a meeting of a committee of the Board, the chair of the applicable committee presides as chair.

The Audit Committee is composed of four non-employee directors, Ms. Quinn, Chair, and Messrs. Lovoi, Porter and Transier, each of whom meets the independence and financial literacy requirements as defined in the applicable NYSE and SEC rules. The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility to our shareholders, potential shareholders, the investment community and others relating to: (i) the integrity of our financial statements, (ii) the effectiveness of our internal control over financial reporting, (iii) our compliance with legal and regulatory requirements, (iv) the performance of our internal audit function and independent registered public accounting

firm and (v) the independent registered public accounting firm’s qualifications and independence. Among its duties, all of which are more specifically described in the Audit Committee charter, which was most recently amended in December of 2016, the Audit Committee:

The Board has affirmatively determined that all members of the Audit Committee (i) are considered “independent” as defined under NYSE Rule 303A and (ii) meet the

criteria for independence set forth in Exchange Act Rule 10A-3(b)(1).

The Board has determined that each of the members of the Audit Committee is financially literate and that Mr. Transier and Ms. Quinn are “audit committee financial experts,” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002,

and have financial management expertise as required by the NYSE listing rules.

For more information regarding the Audit Committee, please refer to the “Report of the Audit Committee” on page 24.

The Compensation Committee is composed of four non-employee independent directors: Mr. Watt, Chair, and Messrs. Lovoi, Rask and Transier. The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of our executive officers. The Compensation Committee has the responsibilities described in the Compensation Committee charter including the overall responsibility for reviewing, evaluating and approving Helix’s executive officer compensation plans, policies, programs and agreements (to the extent such agreements are considered necessary or appropriate by the Compensation Committee). The Compensation Committee is also responsible for reviewing and recommending to the Board whether the “Compensation Discussion and Analysis” should be included in our proxy statement and for performing such other functions as the Board may assign to the Compensation Committee from time to time, including the responsibility to:

The Corporate Governance and Nominating Committee is composed of five non-employee independent directors: Mr. Rask, Chair, Mr. Porter, Ms. Quinn, Mr. Transier and Mr. Watt. The Corporate Governance and Nominating Committee is appointed by the Board to take a leadership role in shaping the corporate governance and business standards of our Board and Helix. The Corporate Governance and Nominating Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board, oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently, and identifies best practices and recommends corporate governance principles, including giving proper attention and effective responses to shareholder concerns regarding corporate governance. The Corporate Governance and Nominating Committee has the responsibilities specifically described in the Corporate Governance and Nominating Committee charter and the Corporate Governance Guidelines, including the responsibility to:

The policy of the Corporate Governance and Nominating Committee is to consider properly submitted recommendations of director nominees by shareholders as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating these nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability and to address the membership criteria set forth below under “Director Qualifications and Diversity.” Any shareholder recommendations for director nominees for consideration by the Corporate Governance and Nominating Committee should include the nominee’s name and qualifications for Board membership and should be addressed to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. In addition, our By-laws permit shareholders to nominate directors for

consideration at an annual shareholder meeting. However, in order to be considered at this year’s Annual Meeting, nominations were required to be received by us prior to the date of this proxy statement.

Neither the Corporate Secretary nor the Corporate Governance and Nominating Committee received any recommendations for director nominees from any shareholder or group of shareholders during 2016 or to date in 2017. As such, Ms. Quinn and Mr. Transier are the only directors standing for election at the Annual Meeting.

Shareholders may nominate persons for election to the Board to be considered at next year’s Annual Meeting of Shareholders in accordance with the procedure on page 60.

The Corporate Governance and Nominating Committee has established certain criteria with respect to the desired skills and experience for prospective Board members, including those candidates recommended by the committee and those properly nominated by shareholders. The Board, with the assistance of the Corporate

Governance and Nominating Committee, selects potential new Board members using criteria and priorities established from time to time. Desired personal qualifications for director nominees include industry knowledge, intelligence, insight, practical wisdom based on experience, the highest professional and personal

ethics and values, integrity, strength of character and commitment. Nominees should also have broad experience at the policy-making level in business and possess a familiarity with complex business organizations and one or more of our business lines or those of our customers. Nominees should have the independence necessary to make an unbiased evaluation of management performance and effectively carry out their oversight responsibilities and be committed to enhancing shareholder value. Nominees should have sufficient time to carry out their duties. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties to Helix and our shareholders. Each director must represent the interests of all shareholders.

Although the Corporate Governance and Nominating Committee does not have a formal policy regarding Board diversity, it does view diversity expansively and has determined that it is desirable for the Board to have a variety of different viewpoints, professional experiences, educational backgrounds and skills, and considers these types of diversity and background considerations in its selection process. The composition, skills and needs of the Board change over time and will be considered in determining desirable candidates for any specific opening on the Board. The Corporate Governance and Nominating Committee in considering a potential nominee will conduct its search for the best candidate for the Board seat on a non-discriminatory basis.

The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected, due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current Board members, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Corporate Governance and Nominating Committee, and may be considered at any point during the year.

As described above, the Corporate Governance and Nominating Committee considers properly submitted recommendations of director nominees by shareholders.

Following verification of the shareholder status of persons proposing director nominees, recommendations are considered by the Corporate Governance and Nominating Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to the issuance of the proxy statement for our Annual Meeting of Shareholders. If any materials are provided by a shareholder in connection with the shareholder’s recommendation of a director nominee, those materials are forwarded to the Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee may also review materials provided by current Board members, professional search firms or other parties in connection with a nominee who was not proposed pursuant to a shareholder recommendation. In evaluating those nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

No member of the Compensation Committee was, during 2016, an officer or employee of Helix or any of our subsidiaries, or was formerly an officer of Helix or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act.

During 2016, no executive officer of Helix served as (1) a member of the compensation committee (or other board

committee performing equivalent functions) of another entity, one or more of whose executive officers served on the Compensation Committee of our Board, (2) a director of another entity, one or more of whose executive officers served on the Compensation Committee of our Board or (3) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served as a member of our Board.

Our non-employee director compensation structure has three components: (1) director retainer and fees (meetings and unanimous consents), (2) equity-based compensation currently in the form of restricted stock awards and (3) reimbursement of reasonable expenses related to attending Board and committee meetings. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our peer group. In 2016, the non-employee directors received an annual director’s fee of $55,000, and $1,500 for each Board meeting attended and for each consent executed after reviewing the subject of the consent. For committees on which a non-employee director serves, the director received a fee of $1,500 for each committee meeting attended. In addition, each committee chair received an annual committee chair retainer fee: $15,000 for the Chair of the Audit Committee, $10,000 for the Chair of the Compensation Committee and $5,000 for the Chair of the Corporate Governance and Nominating Committee. The Lead Director also received an annual retainer fee of $25,000. We also paid the reasonable out-of-pocket expenses incurred by each non-employee director in connection with attending the meetings of the Board and any Board committee.

Since 2005, non-employee directors have had the option of taking Board and committee fees (but not expenses) in the form of restricted stock, pursuant to the terms of our 2005 Plan. An election to take fees in the form of cash or stock is made by our directors prior to the beginning of the subject fiscal year (and if no election is made, fees will be paid in cash). Directors taking fees in the form of restricted stock receive an award for service during a quarter on or about the first business day of the next quarter in an amount equal to 125% of the cash equivalent

of his or her fees, with the number of shares determined by the stock price on the last trading day of the fiscal quarter for which the fees were earned. These awards fully vest two years after the first day of the year in which the grant is made. Messrs. Lovoi and Rask elected to take Board and committee fees paid in 2016 in the form of restricted stock. Messrs. Lovoi and Rask have also elected to take Board and committee fees in the form of restricted stock for 2017.

Upon joining the Board and on the date of each regularly scheduled December Board meeting thereafter, a director receives a grant of restricted stock. These grants are made pursuant to the terms of the 2005 Plan and for years prior to 2012 vested ratably over five years, and vest ratably over three years for grants in 2012 and thereafter. For 2015 and 2016 the annual equity grant had a value of $175,000, which represents a reduction in value from prior years’ grants of $200,000 to reflect the smaller relative size of Helix in terms of revenue and market capitalization. At its December 2016 meeting the Compensation Committee determined that for 2017 the annual equity grant’s value will be further reduced by $25,000 (to $150,000) and will have a vesting term of one year to align more closely with how our peer group compensates independent directors. All grants are subject to immediate vesting on the occurrence of a Change in Control (as defined in the 2005 Plan). The grant of stock options is not currently an element of director compensation.

Our CEO and our Chief Financial Officer do not receive any cash or equity compensation for their service on the Board in addition to the compensation payable for their service as employees of Helix.

In accordance with its charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all related-party transactions. The Audit Committee has adopted a written Statement of Policy with respect to Related Party Transactions. It is our written policy to approve and enter into transactions only when the Board, acting through the Audit Committee, determines that a transaction with a related party is in, or not inconsistent with, the best interests of Helix and our shareholders. The Audit Committee will consider all relevant facts and circumstances available to the Audit Committee to determine whether the related-party transaction is in, or not inconsistent with, our best interests, including the benefits to us, the impact on a director’s independence if the related party is a director or a party related to a director, the availability of other sources for the product or services, the terms of the transaction and the terms available from unrelated third parties. The policy covers any transaction, arrangement or relationship in which we are a participant and in which a

related party has a direct or indirect interest, other than transactions available to all employees generally or transactions involving less than $5,000. A “related party” includes any person that served as a senior officer or director of Helix during the last fiscal year, a person that beneficially owns more than 5% of any class of our outstanding voting securities, and a person that is an immediate family member of either of the foregoing or an entity that is controlled by any of the foregoing.

During 2016 Helix was not a party to any transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any of our directors or executive officers, any holder of more than 5% of our common stock, or any member of the immediate family of any of these persons, had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive Compensation” below.

The Audit Committee has adopted procedures for pre-approving all audit, review and attest engagements, and permissible non-audit services to be performed by the independent registered public accounting firm. These procedures include reviewing a budget for audit and permissible non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of audit and permissible non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. During the year, circumstances may arise such that it becomes necessary to engage the independent registered public accounting firm for services in excess of those contemplated by the budget or for additional services. The Audit Committee charter includes specific pre-approval procedures with respect to tax-related services.

The Audit Committee charter delegates pre-approval authority in certain circumstances to the Chair of the Audit Committee, provided the Chair reports any approvals to the Audit Committee at its next meeting. For all types of pre-approval, the Audit Committee considers whether these services are consistent with the SEC rules regarding auditor independence.

The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that these services are within the parameters approved by the Audit Committee. None of the fees in 2016 were for services approved by the Audit Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.

All fiscal year 2016 professional services by KPMG LLP and Ernst & Young LLP were pre-approved.

This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference.

KPMG LLP (”KPMG”) has served as our independent registered public accounting firm in 2016 providing audit and financing services since their appointment in May of 2016. Ernst & Young LLP (“EY”) served in that capacity from 2002 until their dismissal in May of 2016. No dispute or disagreement existed on any issue between Helix and EY.

Our Audit Committee has the authority to retain, oversee, evaluate and terminate our independent registered public accounting firm. Pursuant to such authority, the Audit Committee has appointed KPMG, an independent registered public accounting firm, as auditors to examine the financial statements of Helix for the fiscal year ending December 31, 2017, and to perform other appropriate accounting services.

Although our By-laws do not require that shareholders ratify the appointment of KPMG as our independent registered public accounting firm, the Board has determined to submit the selection of KMPG for ratification by the shareholders. If the shareholders do not ratify the appointment of KPMG, the adverse vote will be considered as a direction to the Audit Committee to consider selecting other auditors for the next fiscal year. However, it is contemplated that the appointment for the fiscal year ending December 31, 2017 will be permitted to stand unless the Audit Committee finds reasons for making a change. It is understood that even if the selection of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the Audit Committee feels that such a change would be in the best interests of Helix and our shareholders.

We expect that representatives of KPMG will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years in each of the following categories were:

The Audit Committee considers whether the provision of the foregoing services is compatible with maintaining the registered public accounting firm’s independence and has concluded that the foregoing non-audit services and non-audit-related services did not adversely affect the independence of KPMG.

Board of Directors Recommendation

The Board recommends that you vote “FOR” the ratification of the selection of KPMG as Helix’s independent registered public accounting firm set forth in this Proposal 2.

Vote Required

The ratification of KPMG requires the affirmative vote of holders of a majority of the shares of common stock present or represented and entitled to vote on the proposal at the Annual Meeting.

On May 24, 2016, EY was dismissed as our independent registered public accounting firm. The Audit Committee recommended and approved the dismissal of EY. EY’s reports on the Helix consolidated financial statements as of and for each of the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through May 24, 2016, (a) there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in its reports on Helix’s financial statements for those years and (b) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

On May 26, 2016, the Audit Committee approved the appointment of KPMG as Helix’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2016. During the fiscal years ended December 31, 2015 and 2014 and the subsequent interim period through May 26, 2016, neither Helix, nor anyone on its behalf, consulted KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to Helix’s consolidated financial statements, and no written report or oral advice was provided to Helix by KPMG that KPMG concluded was an important factor considered by Helix in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

This Compensation Discussion and Analysis (“CD&A”) describes Helix’s 2016 executive compensation program, including how our Compensation Committee made 2016 compensation decisions, and the level and elements of 2016 compensation for our Chief Executive Officer, Chief Financial Officer and two other executive officers. In 2016, all Helix executive officers were “named executive officers” (“NEOs”); they are:

The Compensation Committee encourages you to read this CD&A carefully and consider it when voting on whether to approve, on a non-binding advisory basis, the 2016 compensation of our NEOs. Although this is a non-binding advisory vote, the Compensation Committee considers the outcome when determining future compensation practices and levels.

For example, in response to the 80% favorable vote in 2016 on executive compensation, the Compensation Committee has made changes for 2017 in how a portion of long-term incentive compensation payout will be determined; these changes involve setting more stringent requirements for payout of Performance Share Units (“PSUs”), as described on page 40.

Our CD&A is divided into the following sections:

Page 27

Page 30

Page 32

Page 34

Page 40

Page 40

Helix is an international offshore energy services company. Our focus is on well intervention and robotics operations. We provide services primarily for deepwater in the U.S. Gulf of Mexico, North Sea, Asia Pacific and West Africa regions. We are also expanding our operations offshore Brazil.

2016 was a challenging year for the oil and gas industry, particularly for service companies such as Helix whose recovery generally tends to lag that of oil and gas producers. A precipitous decline in oil prices, which began in 2014 and continued into 2015 and early 2016, led to reduced demand for our services and rates for our assets. Our customers significantly reduced their operational and capital spending on offshore projects. Additionally, drilling rigs became a source of competition in the well intervention market, which further depressed day rates. Although the market saw some oil price recovery in 2016, which generally benefited stock prices

within the sector, oil company spending remained at lower levels. The decreased spending can be attributed to several factors, among them, the excess of available assets with insufficient work.

Revenue continued to decline during 2016, falling below the 2015 level. Despite the reduced levels of revenue, our stock price at the end of 2016 was 67% higher than it was at the end of 2015. We believe this could be in part due to the steps Helix took in 2016 to shore up liquidity in a prolonged period of industry uncertainty.

Because of the cyclicality of our industry and fluctuating demand for our services, and our commitment to create long-term value for our shareholders, our overall compensation focus remains on longer term performance, although the paid compensation of our NEOs—to a significant degree—also reflects annual year-over-year financial performance and return to our shareholders.

Our compensation philosophy is to compensate our executive officers commensurately with the financial and stock performance of Helix. The Compensation Committee believes that, as the above charts demonstrate, NEO compensation in 2016, as in 2015 and 2014, was aligned with Helix’s financial and stock performance.

Because we expected industry conditions to remain challenging in 2016, the Compensation Committee decided to keep total targeted compensation (i.e., base salary, bonus target, and long-term incentive award values) at the same levels as 2015 for all NEOs other than Mr. Sparks. Mr. Sparks’s 2016 compensation reflects his promotion in February of 2016 to the office of Executive Vice President and Chief Operating Officer.

The overall design of the 2016 NEO compensation programs, in which short-term incentive payouts are based on annual EBITDA and long-term incentive payouts on stock performance (on both an absolute basis and compared to our peers), further demonstrates our compensation philosophy of supporting the alignment of executive management and shareholder interests, both during times of industry booms and industry stress.

While 2014 was a year of superior results for Helix in terms of both EBITDA and stock performance (and NEO compensation reflected that performance), Helix’s financial performance in 2015 and 2016 reflected the lower price of oil, and lower demand and rates for our services. Despite some oil price improvement during 2016, our adjusted EBITDA⁽¹⁾ declined from $173 million in 2015 to $90 million in 2016, reflecting the lag in demand for our services as the oil and gas industry recovers. Accordingly, as in 2015, our NEOs received no

bonus payouts for 2016.

Since our stock performance in 2016 exceeded that of 2015, our NEOs received a higher level of long-term incentive (“LTI”) payout in 2016 than they did in 2015. However, the 2016 LTI payout was significantly lower than the payout at the end of 2014. It is important to note the 2014 cash incentive awards to our executive officers that vested at the end of 2016 paid out at zero, reflecting the performance decline from 2014 levels.

In summary, the level of compensation realized by our NEOs for 2016 reflects both lower EBITDA (upon which 2016 bonus payouts were determined), and shareholder return (the value of all the long-term incentive awards that vested at the end of 2016 was completely reflective of the price of our common stock). Specifically, for 2016:

In most years, the Compensation Committee compares the total compensation for each NEO position to the compensation paid by companies in our peer group for similar positions, as set forth in peer companies’ proxy statements for the prior year. An independent compensation consultant provides the Compensation Committee with market data for this purpose; however, the market data is used only as a benchmark. Generally, the

Compensation Committee seeks to ensure that executive compensation for each individual falls between the 25th and 75th percentiles of peer-company compensation for similar positions; within that range, the exact compensation level for each NEO varies based on the individual’s role in Helix, his or her experience, and his or her contribution to our success.

The Compensation Committee’s independent compensation consultant:

In 2016, given the persistence of depressed industry conditions and the Compensation Committee’s decision to keep compensation levels consistent with those of 2015, the Compensation Committee commissioned its consultant to perform only a survey of key trends and actions taken by peer companies during this downturn

period; it did not seek more specific data on peer-company compensation by position. The consultant’s survey included a summary of disclosed actions by peer companies for 2015 compensation, and the consultant’s expectations regarding peer company compensation decisions for 2016.

The peer group companies used for 2016 compensation decisions were the same as the 2015 peer group with one exception: McDermott International, Inc. replaced Hercules Offshore, Inc., which filed for bankruptcy in 2015. The peer group was used for the 2016 PSU awards, the payout of which is based on our TSR compared to a group of peer companies over the three-year performance period.

The Compensation Committee and management consider the accounting and tax impacts of various compensation elements when designing our executive compensation programs and making other compensation decisions. These considerations, however, are secondary to meeting the overall objectives of the executive compensation programs.

Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of non-performance-based compensation, as described in Section 162(m) and related regulations, that may be deducted by Helix in any year with respect to the NEOs’

compensation other than that of the Chief Financial Officer.

Although the Compensation Committee may take into account the potential application of Section 162(m) in its compensation decisions, including the grant of long-term incentive compensation awards, it may approve compensation that exceeds the $1 million limit in order to ensure competitive levels of compensation for our executive officers. As a result, certain compensation paid to the NEOs may not be deductible by Helix for tax purposes. The Compensation Committee does not let deductibility drive its compensation decisions.

Helix’s compensation program is based on the philosophy that the interests of our executive management team should be aligned with those of shareholders and that executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value. The program is designed to achieve four key objectives: attract and retain qualified executives, support business strategy and the creation of long-term value, align management’s and shareholders’ interests, and discourage excessive risk-taking.

Our compensation program reflects the realities of the competitive market in which we operate, as well as the characteristics of the business environment. As an international offshore energy services company providing specialty services to the offshore energy industry, Helix operates in cyclical business climates. Demand for our services is affected by the volatility in the price of oil and gas. Implementing our business model and strategy requires input from highly qualified, experienced and technically proficient executive officers. We rely on our executive officers to operate effectively in both negative and positive industry environments. They are charged with being able to develop and execute Helix’s business strategy to achieve maximum value for shareholders

through all fluctuations of the business. The Compensation Committee believes the executive compensation program helps us attract, retain and motivate qualified, experienced and technically proficient executive officers throughout a range of business cycles.

Our executive compensation program is principally designed to reward our NEOs for the achievement of the longer-term goal of increasing total shareholder return. The Committee also ensures that the compensation program encourages executives to achieve short-term financial objectives and discourages them from taking unnecessary or excessive risks.

The Compensation Committee believes that both the structure and results of our 2016 executive compensation reflect our financial results and shareholder return during the current cycle for our industry. Our NEOs’ total compensation comprises base salary, an annual short-term cash incentive (bonus) opportunity and long-term incentive awards. For 2016, LTI awards included PSUs and time-vested restricted stock.

Our compensation program is balanced and primarily focused on the long term, which is consistent with our strategy and business model. The greatest amount of compensation can be achieved through consistent, superior performance over sustained periods of time. In addition, significant amounts of compensation are usually paid out over time, specifically the long-term incentive awards. These currently vest over a three-year

period and 50% of 2016 awards are cliff-vesting (i.e., vest 100% at the end of the applicable performance period). These practices, along with stock ownership guidelines and a policy limiting NEOs’ hedging and pledging Helix stock, incentivize executives to manage Helix for the longer term, while discouraging them from taking excessive risk in the short term.

We have implemented stock ownership guidelines for our Section 16 officers and non-employee directors. These covered persons have five years from the later of (1) the date of adoption of the guidelines in February of 2011 or (2) the date upon which they become subject to the guidelines to accumulate the equity necessary to comply with the guidelines. The forms of equity ownership that can be used to satisfy the guidelines include shares of our common stock owned directly, shares of our common stock owned indirectly (e.g., by a spouse or a trust), or time-vested restricted stock. The ownership guidelines are as follows:

The value of an individual’s holdings is based on the average of the closing price of a share of our common stock for the previous calendar year. There are penalties for non-compliance, which may include the retention of a portion of a participant’s vested shares or the participant receiving grants of equity in lieu of cash compensation until compliance is achieved; waivers may be granted for certain hardship issues. Currently, all directors and Section 16 officers are in compliance with the ownership guidelines.

Helix considers it inappropriate for any director, officer or employee to enter speculative transactions in our stock. Therefore, we have a policy that prohibits the purchase or sale of puts, calls or options based on our securities, or the short sale of our securities. Directors, officers and other employees may not purchase Helix securities on margin. The policy prohibits the hedging of our stock and puts discrete limitations around the ability to pledge Helix stock.

Because much of the net worth and compensation of our executives consists of Helix stock, the executives may prefer to pledge stock as collateral for a loan rather than selling stock to meet cash needs. However, any significant sale of that collateral into the market may have adverse consequences (at least in the short term) on our stock price. Accordingly, Helix’s policy provides that directors and officers may pledge our stock only if the pledged stock does not exceed:

In addition, every pledging transaction must be approved by the Board. In assessing each potential pledging transaction, the Board may consider any factors it deems appropriate and relevant, including whether the indebtedness is non-recourse, whether the director or officer has other assets to satisfy the loan, whether the stock pledged was purchased (as opposed to granted as compensation by Helix), and any mechanisms in the pledge transaction that are in place to avoid undesirable transactions in Helix’s securities.

At this time, there are no outstanding pledges of our stock by our directors or officers.

We use each element of compensation to satisfy one or more of our stated compensation objectives. The Compensation Committee’s goal is to achieve the appropriate balance between short-term cash rewards for

achievement of annual financial performance targets and long-term incentives to promote achievement of sustained value over the longer term.

In establishing base salaries for our executive officers, the Compensation Committee considers a number of factors including:

NEO base salary is generally set at the regularly scheduled December meeting of our Compensation Committee in the preceding year. There were no increases to 2016 base salaries from 2015 levels for any of our NEOs other than for Mr. Sparks, who became our Executive Vice President and Chief Operating Officer in February of 2016, at which point his base salary was increased. Following are the NEOs’ base salaries for 2016 and 2015:

Our annual short-term cash incentive (bonus) program consists of a cash bonus opportunity designed to reward our employees, including our executive officers, for the achievement of certain goals in a given year. Bonuses, if earned, are typically paid in March of the year following the applicable performance year.

The bonus target for each executive officer is a percentage of his or her salary. Bonus targets and bonus metrics are generally established at either the December meeting of the Compensation Committee in the prior year or during the Compensation Committee’s first regular meeting of the applicable year. In February of 2016, the Compensation Committee approved the 2016 short-term incentive program for Helix’s executive officers. Because the Committee anticipated that industry conditions for 2016 would be similar to those of 2015, the Compensation Committee, as it did in 2015, used only one financial metric to determine bonus payouts: EBITDA. In years prior to 2015 and 2016 multiple financial metrics (e.g., capital expenditure levels, return on capital) were used to determine bonus payout. In light of industry conditions in 2015 and 2016 and the importance of utilization of our business assets, the Compensation Committee believed that achieving target EBITDA was the key financial objective for Helix and its shareholders, and thus should be the sole metric for determining bonus payout.

Under prior-year bonus programs (including 2015), executive officers could potentially earn a percentage of their target bonus if a certain threshold level (below target level) was achieved for each financial metric. Likewise executive officers could earn a bonus above their target bonus if target financial metrics were exceeded.

In 2016, the Compensation Committee made a notable change to the bonus program. First, the target EBITDA for 2016 had to be achieved before any employee, including the NEOs, could be eligible for any bonus payout; if actual EBITDA were below target EBITDA, no bonus could be earned – i.e., there was no potential to earn a percentage of target bonus. Likewise, no employee, including the NEOs, could receive a bonus above his or her target bonus even if actual EBITDA exceeded target.

Also for 2016, even if target EBITDA were achieved, for any bonus to be paid out, a pool of funds (called the “incremental profit pool”) consisting of 50% of EBITDA over the target EBITDA level had to be available for payout, and would be allocated among our onshore employees, including executive officers. The EBITDA target for 2016 (required to be met before an incremental profit pool would start to accumulate for purpose of paying bonuses) was $148 million.

The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. We believe that our restricted stock and PSU awards (the payout of which is based on our TSR over a three-year performance period compared to that of our peer group) provide proper incentives to avoid excessive risk taking while increasing long-term shareholder value. We also believe that these awards are an important retention tool with respect to our employees, including our named executive officers.

In determining the value of each NEO’s long-term incentive award, the Compensation Committee typically reviews the data provided by the independent compensation consultant, historical awards and the CEO’s recommendation regarding the long-term incentive award for each NEO and makes its determination at its regularly scheduled December meeting.

Like the 2015 long-term incentive awards to our NEOs, the 2016 long-term incentive awards consisted of: (1) 50% in the form of a cliff-vesting PSU award and (2) 50% in the form of a time-vesting restricted stock award. Half the award is cliff-vesting, and pays out depending on how our TSR compares to that of our peers, as opposed to the absolute price of our own stock, which may be influenced by general industry or macroeconomic conditions that may exist at various points in time, rather than our own

financial performance. The Compensation Committee determined in December of 2015 that the total value of the 2016 long-term incentive award opportunity for Mr. Kratz, Mr. Tripodo and Ms. Johnson would be the same as the prior year, and the total value of the long-term incentive award opportunity for Mr. Sparks would increase from prior years to reflect his current position as an executive officer. Set forth below are the long-term incentive awards granted in January of 2016 to each of the NEOs.

In January of 2016, each NEO received a PSU award under our 2005 Plan. Each unit represents the contingent right to receive at vesting one share of our common stock. These awards are paid out in shares of Helix common stock unless the Compensation Committee determines to make the payment in cash. The PSU awards vest entirely after a three-year period with the final number of shares

issued based on our TSR relative to that of a group of peer companies (as set forth in the applicable PSU Award Agreement) over the same three-year period.

The maximum number of shares that may be issued at vesting is 200% of the number of units awarded and the minimum is zero. The total shareholder return formula for the 2016 PSU awards is computed as:

In December of 2016, when the Compensation Committee determined the 2017 long-term incentive awards for our executive officers and other members of management, the Committee decided to abandon the quintile concept for the calculation of PSUs earned at vesting. Instead it approved awards whereby payout is calculated on a linear basis between the threshold ranking and the maximum ranking. In addition, the threshold required for any payout of PSUs was raised from the 20^th percentile to the 30^th percentile, and the threshold for a maximum payout (200% of PSUs granted) was raised from the 80^th percentile to the 90^th percentile.

In January of 2016, each NEO received a time-vested restricted stock award under our 2005 Plan. The restricted stock awards vest over a three-year

period in one-third increments on each anniversary of the date of grant.

Our executive officers had long-term incentive awards that vested immediately after the end of 2016 based on the performance of our common stock, i.e., the last vesting of the 2014 cash performance awards (these awards have not been made since 2014) and the cliff-vesting of the 2014 PSU awards.

The payout of the cash performance awards is determined at each vesting date by the performance of our common stock price at the end of the vesting period compared to a “base” stock price determined by the Compensation Committee at the time of the award, which base stock price was generally based on the average closing price of our common stock over the last 20 trading days before the date of the grant plus an additional 15% of that average price. As described above, prior to 2017 awards the payout of PSUs at vesting is determined by which quintile our TSR falls into, with the quintiles based on the TSR of our peer group companies over a three-year performance period.

The last vesting of the 2014 cash performance awards occurred immediately after the end of 2016. Because the closing price of our stock during the last 20 trading days of 2016 fell below the required base stock price for a payout of any of these awards, i.e., fell below $19.725, none of our executive officers received a payout from these cash performance awards. With respect to the cliff-vesting of the 2014 PSU awards, at the end of the performance period ending December 31, 2016, Helix’s three-year TSR fell into the third, or middle, quintile (after removing the top and bottom performer), and therefore 100% of the PSUs granted in the award was earned by our executive officers. This award was settled in cash based on our stock price on December 31, 2016. Because Helix’s stock price declined during the performance period and fell within the middle quintile performance level, the actual value earned by each executive was 38% of the original targeted award value.

Our NEOs are not entitled to any benefits that are not otherwise available to all our employees. We do not provide pension arrangements, free or subsidized post-retirement health coverage or similar benefits for our NEOs.

We offer a variety of health and welfare and retirement programs to all eligible employees. Helix’s executive officers are eligible for the same benefit programs on the same basis as the rest of our employees. Our health and welfare programs include medical, pharmacy, dental, vision, life insurance and accidental death and disability insurance. In addition, we offer a retirement program intended to supplement our employees’ personal savings

and social security. Our retirement program consists solely of our Helix Energy Solutions Group, Inc. Employees’ 401(k) Savings Plan. At their meetings in February of 2016, the Compensation Committee and the Board resolved to suspend Helix’s discretionary matching contributions to our employees’ 401(k) accounts for an indefinite period. Prior to that time, Helix matched 75% of the participating employees’ pre-tax contributions up to five percent of the employees’ compensation subject to contribution limits. All NEOs except for Mr. Sparks participated in our 401(k) plan and received matching funds prior to February of 2016. Our health and insurance plans are the same for all employees.

We believe that the competitive marketplace for executive talent and our desire to retain our executive officers require us to provide our executive officers with certain severance benefits. In addition, we believe that the interests of our shareholders are served by having limited change in control benefits for executive officers who would be integral to the success of, and are most likely to be impacted by, a change in control. Each of our named executive officers with the exception of Mr. Sparks, who was not an executive officer at the time, executed an

amended and restated employment agreement in November of 2008. Mr. Sparks executed an employment agreement in May of 2015 in connection with his promotion to an executive officer position. Mr. Sparks’s employment agreement does not have a “gross-up,” or excise tax protection, provision.

The employment agreements with our NEOs contain severance benefits in the event the executive’s employment is terminated by Helix “Without Cause” or the

executive terminates employment for “Good Reason,” as those terms are defined in the agreements. The employment agreements generally contain benefits payable to the executive officer if the executive officer terminates his or her employment for “Good Reason” or is terminated “Without Cause” within a two-year period following a “Change in Control.” We believe the provision of these benefits to be reasonable and customary within our peer group. For more information regarding the severance and change in control benefits, please refer to

“Employment Agreements and Change in Control Provisions.”

In February of 2012, the Compensation Committee adopted a policy that prohibits any future employment agreements with executive officers from containing “single trigger” change in control provisions, or “gross-up,” or excise tax protection, provisions.

In 2016 we sought an advisory vote from our shareholders regarding our executive officer compensation for 2015, and received an 80% favorable “say on pay” vote. In considering the results of the advisory vote, the Compensation Committee in 2016 decided to: