Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 28, 2020     TIDEWATER INC. (Exact name of registrant as specified in its charter)       Delaware   1-6311   72-0487776 (State of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   6002 Rogerdale Road , Suite 600 Houston , Texas   77072 (Address of principal executive offices)   (Zip Code) (713) 470-5300 (Registrant’s telephone number, including area code) N/A (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   Trading Symbol(s)   Name of each exchange on which registered Common stock, $0.001 par value per share   TDW   New York Stock Exchange Series A Warrants to purchase shares of common stock   TDW.WS.A   New York Stock Exchange Series B Warrants to purchase shares of common stock   TDW.WS.B   New York Stock Exchange Warrants to purchase shares of common stock   TDW.WS   NYSE American Preferred stock purchase rights   N/A   New York Stock Exchange 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 5.07 Submission of Matters to a Vote of Security Holders. Due to the public health concerns of the COVID-19 pandemic and to support the health and well-being of meeting participants, Tidewater Inc. (the “Company”) held its 2020 annual meeting of stockholders on July 28, 2020 virtually via a live audio webcast (the “Annual Meeting”). As of June 5, 2020, the record date for the Annual Meeting, the Company had 40,323,298 shares of common stock outstanding. Of that number, 31,696,077 shares were represented in person or by proxy at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below. Proposal 1: Election of Six Directors Each of the six individuals listed below was elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors (the “Board”).   Director Nominee    Votes For      Votes Against      Abstentions      Broker Non-Votes   Dick Fagerstal      27,248,769        765,826        32,983        3,648,499   Quintin V. Kneen      27,922,419        117,181        7,978        3,648,499   Louis A. Raspino      27,285,709        729,234        32,635        3,648,499   Larry T. Rigdon      27,398,166        616,654        32,758        3,648,499   Kenneth H. Traub      25,316,186        407,708        2,323,684        3,648,499   Lois K. Zabrocky      27,526,339        513,896        7,343        3,648,499   Proposal 2: Tax Benefits Preservation Plan Proposal 2 was a vote to approve the Tax Benefits Preservation Plan, which was authorized by the Board on April 13, 2020. This proposal was approved.   Votes For   Votes Against   Abstentions   Broker Non-Votes 23,594,677   4,245,770   207,131   3,648,499 Proposal 3: Advisory Say-on-Pay Vote Proposal 3 was an advisory vote on executive compensation as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.   Votes For   Votes Against   Abstentions   Broker Non-Votes 27,395,547   568,743   83,288   3,648,499   2 Proposal 4: Ratification of the Appointment of Auditors Proposal 4 was a proposal to ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. This proposal was approved.   Votes For   Votes Against   Abstentions   Broker Non-Votes 30,663,049   1,020,128   12,900   N/A   3 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.     TIDEWATER INC. By:   /s/ Daniel A. Hudson   Daniel A. Hudson   Vice President, General Counsel, and Secretary Date: July 31, 2020   4