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):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code
(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 April 23, 2021, Charles Fabrikant, the Non-Executive Chairman of SEACOR Marine Holding Inc. (the “Company”), notified nominating and corporate governance committee of the board of directors of the Company (the “Governance Committee”) that he will not stand for re-election at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) and on the same date, Robert D. Abendschein, a Director of the Company, notified the Governance Committee that he will not stand for re-election at the Annual Meeting. Each of Mr. Abendschein and Mr. Fabrikant advised the Governance Committee that his decision was not due to a disagreement with the Company or any matter relating to the Company’s operations, policies, or practices.
On April 27, 2021, the board of directors of the Company (the “Board”) determined that effective immediately upon the conclusion of the 2021 Annual Meeting of Stockholders, the Board will reduce the size of the Board from seven directors to five directors.
The Board thanks Mr. Fabrikant and Mr. Abendschein for their years of distinguished service and significant contributions to the Company.
|Item 7.01|| |
Regulation FD Disclosure.
On April 28, 2021, the Company issued a press release announcing that each of Mr. Fabrikant and Mr. Abendschein has determined that he will not stand for re-election at the Annual Meeting. The press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.
On April 28, 2021, the Company posted its 2020 annual report on its website at https://ir.seacormarine.com/financial-information/annual-reports-and-proxy-statements.
The information contained in Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “soliciting material” or “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
|Item 9.01|| |
Financial Statements and Exhibits.
|99.1||Press Release, dated April 28, 2021|
|104.1||Cover page interactive data file (embedded within the Inline XBRL document).|
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 28, 2021||By:|| |
/s/ Andrew H. Everett II
|Name:||Andrew H. Everett II|
|Title:||Senior Vice President, General Counsel and Secretary|
SEACOR MARINE ANNOUNCES CHANGES TO BOARD OF DIRECTORS
April 28, 2021
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 energy facilities worldwide, announced that directors Charles Fabrikant and Robert (Bob) D. Abendschein will not stand for re-election at the Companys upcoming Annual Meeting of Stockholders on June 8, 2021.
On behalf of every employee at SEACOR Marine, I thank Charles for his vision, passion, and support in founding SEACOR Marine and nurturing its development over many years, said John Gellert, the Companys Chief Executive Officer. On a personal level, Charles was instrumental in my career development and I deeply appreciate the confidence and trust he vested in me. I wish him well in his lifes next chapter. I also want to thank Bob, whose expert support and guidance has been invaluable to the management team and the Board. We have all benefited from his industry knowledge and strategic insights, and we wish him well.
Mr. Fabrikant commented, SEACOR Marine is in good hands and I look forward to continuing to support John and the team.
Mr. Fabrikant, age 76, was founder and chief executive officer of SEACOR Marines offshore marine services business since its inception in 1989 until the spin-off of SEACOR Marine from SEACOR Holdings Inc. on June 1, 2017, at which time Mr. Fabrikant continued to serve as Non-Executive Chairman of the Board. Mr. Abendschein, age 59, has served on the Board of Directors since April 27, 2018.
* * * * *
SEACOR Marine provides global marine and support transportation services to offshore energy 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 Marines vessels provide accommodations for technicians and specialists, safety support and emergency response services.
Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as anticipate, estimate, expect, project, intend, believe, plan, target, forecast and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern managements expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, many of which are beyond the Companys control and are described in the Companys filings with the SEC. It should be understood that it is not possible to predict or identify all such factors. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Companys expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Companys cautionary statements under the Private Securities Litigation Reform Act of 1995.
Please visit SEACOR Marines website at www.seacormarine.com for additional information.
For all other requests, contact InvestorRelations@seacormarine.com