UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 9, 2019
SEACOR Marine Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-37966 | 47-2564547 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 12121 Wickchester Lane, Suite 500, Houston, TX | 77079 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (346) 980-1700
Not Applicable
(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)) |
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 April 9, 2019, Evan Behrens, a director of SEACOR Marine Holdings Inc. (the “Company”) since its spin-off from SEACOR Holdings Inc. in June 2017, notified the Company of his decision to resign from service on its Board of Directors following the completion of his current term. Consequently, Mr. Behrens will not stand for re-election to the Board of Directors at the 2019 Annual Meeting of Shareholders, which is scheduled to be held on June 11, 2019. Mr. Behrens advised the Board of Directors that his decision was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
| Item 7.01. | Regulation FD Disclosure. |
In connection with Mr. Behren’s decision to resign, the Company issued a press release on April 10, 2019, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | SEACOR Marine Holdings Inc. Press Release dated April 10, 2019 | |
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.
| SEACOR Marine Holdings Inc. | ||||||
| April 10, 2019 | By: | /s/ John Gellert | ||||
| Name: John Gellert | ||||||
| Title: President and Chief Executive Officer | ||||||
Exhibit 99.1
|
|
PRESS RELEASE |
SEACOR MARINE DIRECTOR EVAN BEHRENS ANNOUNCES DECISION TO RESIGN FROM
BOARD OF DIRECTORS
Houston, Texas
April 10, 2019
FOR IMMEDIATE RELEASE—SEACOR Marine Holdings Inc. (NYSE:SMHI) (the “Company” or “SEACOR Marine”), a leading provider of marine and support transportation services to offshore oil and natural gas and wind farm facilities worldwide, today announced that Evan Behrens, a member of the Company’s Board of Directors since its spin-off from SEACOR Holdings Inc. (“SEACOR Holdings”) in June 2017, has notified the Company that he has decided to resign from Board service following completion of his current term. Consequently, Mr. Behrens will not stand for re-election to the Board of Directors at the Company’s 2019 Annual Meeting of Stockholders.
“While we understand Evan’s decision to resign from the Board, we will miss his intelligence, insights and guidance,” said John Gellert, the Company’s Chief Executive Officer. Charles Fabrikant, the Company’s Chairman of the Board, added, “I too would like to thank Evan for his service. In addition to benefiting from his service on our Board, SEACOR Marine benefited from his contributions to our predecessor, SEACOR Holdings, as an executive officer from January 2008 to May 2017.” Mr. Behrens currently serves as Managing Partner of Behrens Investment Group, an investment firm focused on making investments in a variety of industries.
* * * * *
SEACOR Marine provides global marine and support transportation services to offshore oil and natural gas and windfarm facilities worldwide. SEACOR Marine and its joint ventures operate a diverse fleet of offshore support and specialty vessels that deliver cargo and personnel to offshore installations; handle anchors and mooring equipment required to tether rigs to the seabed; tow rigs and assist in placing them on location and moving them between regions; provide construction, well workover and decommissioning support; and carry and launch equipment used underwater in drilling and well installation, maintenance and repair. Additionally, SEACOR Marine’s vessels provide accommodations for technicians and specialists, safety support and emergency response services.
Please visit SEACOR Marine’s website at www.seacormarine.com for additional information.
For all other requests, contact Connie Morinello at (346) 980-1700 or InvestorRelations@seacormarine.com