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): December
16, 2009
Helix
Energy Solutions Group, Inc.
(Exact name of
registrant as specified in its charter)
|
Minnesota
(State or
other jurisdiction
of
incorporation)
|
001-32936
(Commission
File Number)
|
95-3409686
(IRS Employer
Identification No.)
|
|
|
400
North Sam Houston Parkway East
Suite
400
Houston,
Texas
(Address of
principal executive offices)
|
281-618-0400
(Registrant’s
telephone number, including area code)
|
77060
(Zip
Code)
|
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|_| Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|_|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 16, 2009, the Compensation Committee (the “Committee”) of the Board of
Directors of Helix Energy Solutions Group, Inc. (“Helix”) determined and
approved the base salaries, the Long-Term Incentive Award (consisting of the
Long-Term Incentive Cash Award and the restricted stock awards under our 2005
Long Term Incentive Plan), and the 2010 Target Bonus (payable in 2011), for each
of the executive officers of Helix. The following table sets
forth such base salary, Long-Term Incentive Award, the Long-Term Incentive Cash
Award, the restricted stock award and the 2010 Target Bonus for each executive
officer listed in the “Summary Compensation Table” in Helix’s proxy statement
for its 2009 annual meeting of stockholders who will continue to be employed by
Helix during calendar 2010:
|
Name and
Title
|
Base
Salary (1)
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Long-Term
Incentive Award(2)
|
Award of
Shares of Restricted Stock (3)
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Long-Term
Incentive Cash Award (4)
|
2010 Target
Bonus (5)
|
|
Owen Kratz,
President and Chief Executive Officer
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$700,000
|
$3,000,000
|
101,012
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(4)
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$1,400,000
|
|
Anthony
Tripodo, Executive Vice President and Chief Financial
Officer
|
$400,000
|
$1,300,000
|
43,767
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(4)
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$600,000
|
|
Bart H.
Heijermans, Executive Vice President and Chief Operating
Officer
|
$450,000
|
$1,500,000
|
50,506
|
(4)
|
$600,000
|
|
Robert
Murphy, Executive Vice President – Oil & Gas
|
$450,000
|
$1,500,000
|
50,506
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(4)
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$600,000
|
|
Alisa
Johnson, Executive Vice President and General Counsel
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$325,000
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$1,050,000
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35,350
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(4)
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$375,000
|
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(1)
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Base salary
will be effective as of January 1,
2010.
|
|
(2)
|
Long-Term
Incentive Award will consist of restricted stock in the amounts set forth
above in the column entitled “Grant of Shares of Restricted Stock” and a
Long-Term Incentive Cash Award in an amount determined in accordance with
note 4 below.
|
|
(3)
|
Each
restricted stock award will be granted on January 4, 2010 and such award
will vest 20% per year for a five-year period beginning on January 4, 2011
or upon such other events described in the grant
agreement.
|
|
(4)
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A Long-Term
Incentive Cash Award Letter will be issued pursuant to the Long Term
Incentive Cash Plan. The cash award will vest 20% per year for
a five-year period beginning on January 4, 2011 or upon such other events
described in the applicable award letter. The amount of each
executive officer’s Long-Term Incentive Cash Award shall be equal to the
Long-Term Incentive Award set forth in the table above minus the value of
the restricted stock grant set forth in the table above based on the
closing price of Helix’s common stock on the last trading day of 2009
(December 31, 2009).
|
|
(5)
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The 2010 cash
bonus will be determined and paid in approximately March 2011 as
determined by the Compensation Committee and as described in the Company’s
proxy statement for the annual meeting of stockholders. The
2010 cash bonus amounts may be increased or decreased in the discretion of
the Compensation Committee.
|
Information related
to the other elements of total compensation for these executive officers will be
disclosed in Helix’s 2010 Proxy Statement to the extent required by the rules
related to proxy statements and the disclosure of executive
compensation.
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.
Date: December
21, 2009
HELIX ENERGY
SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony Tripodo
Executive Vice President and Chief
Financial Officer