Tidewater Inc. (TDW) Earnings Call Transcript

Welcome to the 2020 Annual Meeting for Tidewater Inc. Our host for today's call is Larry Rigdon, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Mr. Rigdon, you may begin, sir.

Good morning. Will the meeting please come to order? My name is Larry Rigdon, Chairman of the Board of Tidewater Inc., and it is my pleasure to welcome all of you to the company's 63rd Annual Meeting of Stockholders. Daniel Hudson, Vice President, General Counsel and Secretary, will act as Secretary of the meeting. Also in attendance at this meeting is Ms. Natalie Hairston of American Election Services. Ms. Hairston was appointed by the Tidewater Board to act as the inspector of election at this meeting. Ms. Hairston was previously -- she previously executed the customary oath of inspector, which will be filed with the records of this meeting. We are webcasting and recording this morning's proceedings so that we can prepare a complete transcript for stockholders unable to attend the meeting. I call your attention to the agenda and rules of conduct that were prepared for the meeting. During the formal business of the meeting [Audio Gap] which are questions to a particular item of business under discussion, please refer to the rules of conduct for instructions on submitting questions. Before proceeding to the business of the meeting, I would like to make some introductions. In attendance today are 7 of our current directors, including myself. Our current directors are Randee E. Day, Chief Executive Officer of Goldin Maritime, LLC, Director of Eagle Bulk, Inc. and International Seaways, Inc.; Dick Fagerstal, Executive Chairman of the Global Marine Group, former Chairman and Chief Executive Officer of Global Marine Holdings, LLC and former Director of Frontier Oil Corporation; Quintin V. Kneen, President and Chief Executive Officer of the company; Louis A. Raspino, Director of Forum Energy Technologies, former Director of Dresser Rand-Corporation and former Director of Chesapeake Energy Corporation; Robert P. Tamburrino, Director of Bassett Healthcare Network and Director of PHI, Inc.; Kenneth H. Traub, Managing Member of the General Partner of Delta Value Group, LLC and Chairman of DSP Group, Inc.; and myself, Larry T. Rigdon, former Interim President and Chief Executive Officer of the company, current Director of Professional Rental Tools LLC. Two of our current directors, Ms. Day and Mr. Tamburrino, are not standing for reelection at this meeting. I would like to take this opportunity to thank each of them sincerely for their contributions to the company. Also in attendance today is Lois K. Zabrocky, President, Chief Executive Officer and Director of International Seaways, Inc. Ms. Zabrocky is not currently serving as a member of our Board, but is the sixth member of our slate of nominees for election as a director at this meeting. I will now introduce the officers of Tidewater Inc. and Tidewater Corporate Services LLC. Quintin Kneen, President and Chief Executive Officer; David Darling, Vice President and Chief Human Resources Officer; Daniel Hudson, Vice President, General Counsel and Secretary; Lee Johnson, Vice President and Chief Information Officer; Sam Rubio, Vice President, Chief Accounting Officer and Controller; Darren Vorst, Vice President and Treasurer. Joining us at today's meeting are Carrie MacDonald and David Minatra of Deloitte & Touche, the company's independent registered public accounting firm. Should any stockholder desire to address any inquiries to Carrie or David relating to the financial position of the company, they will be happy to address your questions. I will now turn to the formal agenda of the meeting. This meeting is being held pursuant to the notice mailed on June 18, 2020, to each stockholder of record at the close of business on June 5, 2020. All documents concerning the call and notice of the meeting will be filed with the records of this meeting. I have been informed that immediately prior to the commencement of the meeting, holders of more than 78.006% of the outstanding common stock of the company are present by proxy. Therefore, I declare a quorum present at the meeting and declare this meeting to be duly convened for the purposes of transacting such business as may properly come before it. On behalf of the Board of Directors of the company, we express our appreciation to all stockholders who returned their proxies. Before proceeding with the meeting, I would like to describe the voting procedure. Any stockholder has already submitted a valid proxy prior to the start of the annual meeting, your vote has been received by the company's inspector of elections and there is no need to vote those shares during the annual meeting unless you wish to revoke or change your vote. To vote during the annual meeting, you must log in as a stockholder, having entered the 16-digit control number that you received with your proxy materials. The first matter to be acted upon is the election of 6 directors to serve until the Annual Meeting of Stockholders in 2021 and until their successors are duly elected and qualified. The nominees are Dick Fagerstal, Louis Raspino, Quintin Kneen, Kenneth Traub, Lois Zabrocky and myself, Larry Rigdon. Information about the nominees is in the statement. The company has not received timely notice of any other nominations by a stockholder as required under the company's bylaws. Therefore, I declare the nominations closed. If there are no questions, I will proceed to the next item of business. The next order of business is to approve the tax benefits preservation plan as disclosed in the proxy statement. If there are no questions, I will proceed to the next item of business. Seeing no questions, the next order of business is to approve on a nonbinding advisory basis, the compensation of our named executives as disclosed in the proxy statement, the say on pay vote. If there are no questions, I will proceed to the next item of business. With no questions, I move to the next order of business, which is to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the company and its subsidiaries for the fiscal year ending December 31, 2020. If there are no questions, I will proceed to the next item of business. Having received no questions, we move on to voting. The polls are now open. If you've previously submitted your vote, you do not need to vote online today unless you wish to change your vote. At this time, if anyone wishes to vote and has not yet done so, please proceed to submit your vote. [Voting]

We now have all the proxies. And since all those desiring to submit their vote have done so, I hereby declare the polls closed. The inspector will count the votes. We have been informed by the inspector of the election that the preliminary vote report shows that the proposals have passed by the required vote and that all 6 individuals standing for election as director have been elected. I hereby declare that the nominees for director have been duly elected, that the tax benefit preservation plan has been approved, that the compensation paid to the named executives has been approved and the appointment of Deloitte & Touche as independent registered public accounting firm for the company for fiscal 2020 has been duly ratified. This brings us to the conclusion of our meeting. I would like to express my [ sincere ] appreciation to all of you who joined us today, and thank you for your continued support of our company. The meeting is now adjourned.

This now concludes the meeting. Thank you for joining, and have a pleasant day.