Tidewater (TDW) Proxy filing summary

Executive summary

• Celebrated 70th anniversary with strong financial results: $1.35B revenue, $333.5M net income, $598.1M adjusted EBITDA, $426M free cash flow, and 8% 1-year TSR, outperforming industry expectations for 2025.

• Executed a $650M senior unsecured notes offering and a $250M undrawn revolving credit facility, enhancing balance sheet flexibility and enabling a $500M share repurchase program.

• Announced a $500M acquisition of Wilson Sons Ultratug Offshore, expanding presence in the Brazilian market.

• Published 2025 Sustainability Report, reinforcing commitment to “Safety First, Sustainability Always.”

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Advisory vote on executive compensation (“say-on-pay”).

• Approval of amendment to the 2021 Stock Incentive Plan, increasing shares available by 2,250,000.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board to reduce from eight to seven members post-meeting; 86% of nominees are independent.

• Board committees: Audit, Compensation & Human Capital, Nominating & Corporate Governance, Safety & Sustainability—all comprised of independent directors.

• Board emphasizes diversity, continuous education, and regular self-evaluation, including third-party facilitated reviews.

• Separation of Chairman and CEO roles maintained.