SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2019
SEACOR Marine Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
|12121 Wickchester Lane, Suite 500, Houston, TX||77079|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code (346) 980-1700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 12, 2019 (the Separation Date), Robert Clemons resigned from his position as Executive Vice President and Chief Operating Officer of SEACOR Marine Holdings Inc., (the Company), effective as of the Separation Date. There were no disagreements between Mr. Clemons and the Company.
Mr. Clemons entered into a Separation and Consulting Agreement with the Company on July 12, 2019 (the Separation Agreement) to specify the terms of his separation from the Company. Contingent upon Mr. Clemons execution and delivery of an effective general release of claims (the Release), the Separation Agreement provides that the Company will reimburse Mr. Clemons for the employer-portion of COBRA premiums for a period of up to 12 months following the Separation Date. In addition, Mr. Clemons unvested stock options to acquire 100,000 shares of the Companys common stock will vest and become exercisable (including previously approved awards of stock options to acquire 12,500 shares of the Companys common stock which will be priced as of the Separation Date) and, contingent on his delivery of the Release, such options will remain exercisable through the expiration of the full original term of those stock options, as applicable. Mr. Clemons 46,020 restricted shares of the Companys common stock will also vest.
In addition, Mr. Clemons has agreed to serve as a consultant to the Company on an as-needed basis regarding the Companys business and operations, and the transition of his responsibilities as Executive Vice President and Chief Operating Officer, beginning on July 13, 2019 and continuing for a period of up to six months. For these services, Mr. Clemons will receive a consulting fee of $24,166.67 per month.
The foregoing description is qualified by reference to the full text of the Separation Agreement which will be filed as an exhibit in the Companys next Quarterly Report on Form 10-Q.
A copy of the Companys press release regarding Mr. Clemons departure is attached to this Current Report on Form 8-K as Exhibit 99.1.
|Item 9.01.|| |
Financial Statements and Exhibits
|99.1||Press Release of SEACOR Marine Holdings Inc., dated July 12, 2019|
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.
|SEACOR Marine Holdings Inc.|
|July 12, 2019||By:|
|Name:||Andrew H. Everett II|
|Title:||Senior Vice President, General Counsel and Secretary|