<PAGE> 1
SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
GULFMARK OFFSHORE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
GULFMARK
OFFSHORE, INC.
[GULFMARK LOGO]
NOTICE OF
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
ANNUAL MEETING
MAY 14, 1998
THE ATTACHE ROOM
THE LUXURY COLLECTION HOTEL
(FORMERLY THE RITZ-CARLTON)
1919 BRIAR OAKS LANE
HOUSTON, TEXAS 77027
<PAGE> 3
GULFMARK OFFSHORE, INC.
5 POST OAK PARK, SUITE 1170
HOUSTON, TEXAS 77027-3414
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
GulfMark Offshore, Inc. (the "Company") will be held in the Attache Room, The
Luxury Collection Hotel, 1919 Briar Oaks Lane, Houston, Texas 77027, on
Thursday, May 14, 1998 at 9:30 A.M., Central Daylight Savings Time, for the
following purposes:
1. To elect a Board of six (6) directors.
2. To consider approval of the Company's proposed GulfMark
Offshore, Inc. 1997 Incentive Equity Plan.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 27,
1998 as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting or any adjournment or adjournments
thereof. Only stockholders of record at the close of business on such record
date are entitled to notice of and to vote at such meeting.
You are cordially invited to attend the meeting. However, to ensure
your representation at the meeting, the Company requests that you return your
signed proxy card at your earliest convenience, whether or not you plan to
attend the meeting. Your proxy will be returned to you if you should be present
at the meeting and should request such a return.
TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THE ENCLOSED RETURN
ENVELOPE MAY BE USED FOR THAT PURPOSE.
By Order of the Board of Directors
Frank R. Pierce
Secretary
Date: April 1, 1998
<PAGE> 4
GULFMARK OFFSHORE, INC.
5 POST OAK PARK, SUITE 1170
HOUSTON, TEXAS 77027-3414
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1998
The accompanying proxy is solicited by the Management of GulfMark
Offshore, Inc. (the "Company") at the direction of the Board of Directors for
use at the Annual Meeting of Stockholders of the Company to be held on
Thursday, May 14, 1998 at the time and place and for the purposes set forth in
the accompanying Notice of Annual Meeting and at any adjournment or
adjournments thereof. When proxies in the accompanying form are received and
properly executed, the shares will be voted by the persons named therein,
unless contrary instructions are given.
The proxy will not be used for the election as directors of all
nominees if authority to do so is withheld on the proxy and will not be used
for the election of any individuals whose names are written in the blank spaces
on the proxy. Where no instruction is indicated with respect to the election
of directors, the proxy will be voted FOR the election as directors of all
nominees. Where no instruction is indicated with respect to the election of
all nominees named in item (1) of the proxy, but names of one or more nominees
are listed in the blank spaces on the proxy, the proxy will be voted FOR the
election of all nominees not so listed. If no directions are given on the
Proxy with respect to approval of the Company's proposed GulfMark Offshore,
Inc. 1997 Incentive Equity Plan, the shares represented by the proxy will be
voted FOR approval of such proposal.
Any stockholder of the Company has the right to revoke his or her
proxy at any time prior to its use by submitting a written revocation to the
Secretary of the Company.
Upon request, additional proxy material will be furnished without cost
to brokers and other nominees to forward to the beneficial owners of shares
held in their names. The Company will bear all costs in preparing, printing,
assembling, delivering and mailing the Notice of Annual Meeting, Proxy
Statement, Proxy and Annual Report. Copies of the Notice, Proxy Statement and
Proxy will be mailed to stockholders on or about April 8, 1998. In addition to
the use of the mails, proxies may be solicited by the directors, officers and
employees of the Company, without additional compensation, by personal
interview, telephone, telegram or otherwise.
<PAGE> 5
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
The record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting to be held May 14, 1998 is the
close of business on March 27, 1998 (hereinafter called the "Record Date"). As
of the Record Date there were 7,976,237 shares of Common Stock issued and
outstanding. Each share of Common Stock is entitled to one vote on each matter
to be acted upon at the meeting.
The following table sets forth certain information with respect to
each person who at March 27, 1998, was known by the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NO. SHARES BENEFICIALLY OWNED AS PERCENT OF
BENEFICIAL OWNER OF MARCH 27, 1998(1) CLASS
- ----------------------------------------------------- ------------------------------------ ---------------
<S> <C> <C>
Lehman Brothers Holdings Inc.
3 World Financial Center
New York, New York 10285 2,030,226 25.45%
Estabrook Capital Management Inc.
430 Park Avenue, Suite 1800
New York, New York 10022 1,229,878 (2) 15.42%
Mutual Beacon Fund
c/o Franklin Mutual Advisors, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078 642,074 (3) 8.05%
Pilgrim Baxter & Associates, Ltd.
825 Duportail Road
Wayne, Pennsylvania 19087 465,800 (4) 5.84%
</TABLE>
- -----------------------
(1) Unless otherwise indicated below, the persons or group listed have
sole voting and investment power with respect to their shares of Common Stock.
(2) Estabrook Capital Management Inc. acts as an investment advisor and
in such capacity has shared voting power and sole investment power over the
shares.
(3) Mutual Beacon Fund ("Beacon") is a portfolio of Franklin Mutual
Series Fund Inc., a registered investment company for which Franklin Mutual
Advisers, Inc. ("FMAI") acts as investment advisor. Pursuant to contracts with
Beacon, FMAI has sole investment and voting power over the shares owned by
Beacon. FMAI disclaims any economic beneficial interest in these shares.
(4) Pilgrim Baxter & Associates, Ltd. acts as an investment advisor and
in such capacity has shared voting power and sole investment power over the
shares.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of March 27, 1998, the number and
percentage of Common Stock beneficially owned by each of the Company's
directors, each executive officer named in the summary compensation table
included under "Executive Officers and Compensation", and all directors and
officers as a group:
2
<PAGE> 6
<TABLE>
<CAPTION>
NO. OF SHARES BENEFICIALLY OWNED
NAME AS OF FEBRUARY 27, 1998(1)(2) PERCENT OF CLASS(3)
- -------------------------------------------------------- ------------------------------------ ----------------------
<S> <C> <C>
David J. Butters 216,506 (4) 2.69%
Norman G. Cohen 97,688 (5) 1.22%
Marshall A. Crowe 49,338 --
Louis S. Gimbel, 3rd 175,444 (6) 2.20%
Robert B. Millard 236,506 2.94%
Bruce A. Streeter 66,705 --
Frank R. Pierce 58,933 --
John E. ("Gene") Leech 39,397 --
All directors and officers as a
group (9 persons) 945,126 11.36%
</TABLE>
- -----------------------------
(1) Unless otherwise indicated below, the persons listed have sole
voting and investment power with respect to their shares of Common Stock.
(2) The amounts set forth in this column include the following shares
of Common Stock considered to be beneficially owned through the holder's
ability to exercise stock options to purchase such shares within 60 days: Mr.
Butters - 61,422 shares; Mr. Cohen - 61,422 shares; Mr. Crowe - 49,138 shares;
Mr. Millard - 61,422 shares; Mr. Pierce - 3,942 shares; Mr. Streeter - 60,775
shares; Mr. Leech - 38,397 shares; and all directors and officers as a group -
340,627 shares.
(3) Less than one percent unless otherwise indicated.
(4) Includes 43,000 shares of Common Stock owned by trusts of which Mr.
Butters is the co-trustee and 40,000 shares beneficially owned by Mr. Butters'
wife.
(5) Includes 11,991 shares for which Mr. Cohen shares voting power
through a partnership and includes 11,991 shares beneficially owned by Mr.
Cohen's wife.
(6) Includes 15,210 shares of Common Stock owned by trusts of which Mr.
Gimbel is the co-trustee.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting, each to hold
office until the next Annual Meeting or until his or her successor shall be
duly qualified and elected. The persons named in the enclosed proxy will vote
the shares covered thereby in favor of the nominees listed below unless
specifically instructed to the contrary. Although management of the Company
does not contemplate that any of the nominees will be unable to serve, if such
a situation arises prior to the meeting, the proxies will be voted for a
substitute to be named by the Board of Directors of the Company. The nominees
receiving a plurality of votes cast at the Annual Meeting will be elected as
directors. Abstentions and broker nonvotes will not be treated as a vote for
or against any particular director and will not affect the outcome of the
election of directors.
3
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE YEAR FIRST BECAME DIRECTOR
- --------------------------------------- -------------- -----------------------------------
<S> <C> <C>
David J. Butters 57 1989
Norman G. Cohen 76 1972
Marshall A. Crowe 77 1978
Louis S. Gimbel, 3rd 69 1970
Robert B. Millard 47 1989
Bruce A. Streeter 49 1997
</TABLE>
David J. Butters is Chairman of the Board and is a member of the
Executive Compensation and Audit Committees. He is a Managing Director of
Lehman Brothers, an investment banking firm and division of Lehman Brothers,
Inc., which is a subsidiary of Lehman Brothers Holdings, Inc., where he has
been employed for more than the past five years. Mr. Butters is currently
Chairman of the Board of EVI, Inc. a director of Anangel-American Shipholdings,
Ltd., and a member of the Board of Advisors of Energy International, N.V. Mr.
Butters has served as a director of the Company since its formation in 1996 and
served as a director of GulfMark International, Inc. ("the Predecessor") from
1989 until May 1, 1997 when the Predecessor was merged into EVI, Inc. (the
"Merger").
Norman G. Cohen is Chairman of the Audit and Compensation Committees.
He has served as President of Norman G. Cohen, Inc., consultants and mortgage
lenders, for more than five years and is a director of Brewster Wallcovering
Co., Randolf, Massachusetts. Mr. Cohen is a retired Vice-President of Amerada
Hess Corporation, and former Chairman of the National Parks and Conservation
Association. Mr. Cohen has served as a director of the Company since its
formation in 1996 and served as a director of the Predecessor from 1972 until
the Merger.
Marshall A. Crowe serves as a member of the Audit Committee. Since
January 1978, Mr. Crowe has served as President of M. A. Crowe Consultants,
Inc., providing consulting services in the energy and financial fields. For
four years prior thereto, he was Chairman of the National Energy Board of
Canada and was previously Chairman of the Board of Canada Development
Corporation, which was engaged in the business of making equity investments in
Canadian enterprises. Mr. Crowe is also of counsel at Johnston & Buchan,
barristers and solicitors, Ottawa, Canada. Mr. Crowe has served as a director
of the Company since its formation in 1996 and served as a director of the
Predecessor from 1978 until the Merger. Mr. Crowe is a Canadian citizen.
Louis S. Gimbel, 3rd is a member of the Executive Committee. He is
President, Chief Executive Officer and a Director of S. S. Steiner, Inc.
Chairman of the Board of Hops Extract Corporation and Co-Manager of Stadelman
Fruit LLC. He has been employed by S.S. Steiner, Inc. for more than the past
five years. S. S. Steiner, Inc. is engaged in the farming, trading,
processing, importing and exporting of hops and other specialty crops. Mr.
Gimbel has served as a director of the Company since its formation in 1996 and
served as a director of the Predecessor from 1970 until the Merger.
Robert B. Millard is a member of the Executive and Compensation
Committees. He is a Managing Director of Lehman Brothers Inc., where he has
been employed for more than the past five years. Mr. Millard also serves as a
Director of EVI, Inc. Mr. Millard served as a director of the Predecessor from
1989 until the Merger.
Bruce A. Streeter was elected President of the Predecessor's Marine
Division in November 1990 and continued in that capacity up to the effective
time of the Merger. Prior to November 1990 he was with Offshore Logistics,
Inc. for a period of twelve years serving in a number of capacities including
General Manager Marine Division. Mr. Streeter has served as President and
Chief Operating Officer of the Company since January 1997. Mr. Streeter was
elected as director of the Company in April 1997.
4
<PAGE> 8
COMMITTEES AND MEETINGS OF DIRECTORS
Pursuant to the Company's By-Laws, the Board of Directors has
established several committees, including an Executive Committee, an Audit
Committee and a Compensation Committee. During the year ended December 31,
1997, the Board of Directors met four times, the Audit Committee met two times,
and the Compensation Committee met twice. During 1997 each director attended
100% of the combined Board of Directors meetings and meetings of committees of
the Board on which he served.
Messrs. Butters, Cohen and Crowe are the current members of the Audit
Committee. The Audit Committee makes recommendations to the Board concerning
the selection and discharge of the Company's independent auditors, reviews
professional services performed by the auditors, the plan and results of their
audit engagement and the fees charged for audit and non-audit services by the
auditors, and evaluates the Company's system of internal accounting controls.
Messrs. Butters, Cohen and Millard are the current members of the
Compensation Committee, the principal function of which is to recommend to the
Board of Directors the salaries to be paid to the officers of the Company and
administer compensation and benefit plans of the Company.
Messrs. Butters, Gimbel and Millard are the current members of the
Executive Committee, which acts on behalf of the Board between regularly
scheduled meetings of the Board of Directors.
The Company has no standing Nominating Committee.
DIRECTOR COMPENSATION
Each non-employee director of the Company is paid $1,000 for each
meeting of the Board of Directors and $500 for each Committee meeting of the
Board of Directors he or she attends in person. In addition, a $2,000 retainer
is paid to each non-employee director of the Company for each quarter of the
year in which such director serves as a director. The Company also has a
retainer arrangement with Mr. Butters pursuant to which he receives a retainer
of $6,250 per month for serving as Chairman of the Board. Total compensation
paid in 1997 to the non-employee directors who have been nominated, including
director fees and retainers, was $89,000 for Mr. Butters, $14,500 for Mr.
Cohen, $13,000 for Mr. Crowe, $11,500 for Mr. Gimbel and $10,500 for Mr.
Millard. In addition, the Company furnishes Messrs. Cohen, Crowe and Gimbel
with a $250,000 life insurance policy. Premiums paid during 1997 for such
policies were $12,757 for Mr. Cohen, $17,018 for Mr. Crowe and $7,460 for Mr.
Gimbel.
On December 8, 1993, each of the Company's current directors received
options to purchase shares of the Predecessor's common stock under the Amended
and Restated 1993 Non-Employee Director Stock Option Plan (the "Director
Plan"). An additional grant of stock options was made to each director serving
on the Predecessor's Board of Directors on March 18, 1996.
In order to accomplish the separation of the Company's offshore marine
services business from operations of the Predecessor, the Predecessor
transferred the assets, liabilities and operations of its offshore marine
services business to the Company. The separation was then effectuated through
the distribution of all of the then outstanding common stock of the Company to
the Predecessor's common stockholders (the "Distribution"). The Company
assumed the Director Plan on the date of the Distribution. Pursuant to the
equitable adjustment provisions of the Director Plan, each outstanding stock
option previously granted pursuant to the Director Plan was converted to an
option to acquire shares of the Company's Common Stock and was adjusted to
preserve the aggregate intrinsic value of each option and the ratio of the
exercise price to market value per share. In addition, the number of shares of
Common Stock covered by the automatic grant provisions of the Director Plan was
doubled to reflect the Distribution. Accordingly, each non-employee director
will receive option to purchase 10,000 shares of Common Stock at an exercise
price equal to the fair market value of such shares of Common Stock on the date
of grant, upon his re-election as a director at the Company's annual
stockholders' meeting in 1999, 2002 and 2005. As of March 27, 1998, there were
196,552 option shares outstanding under the Director Plan and 300,000 shares
available for grant upon the election of a new director or under the automatic
grant provisions discussed above.
5
<PAGE> 9
In 1988, the Predecessor adopted the 1988 Non-Employee Director Option
Policy (the "Director Policy"), under which each non-employee director of the
Predecessor was granted options to purchase shares of Common Stock of the
Predecessor. Each of the Company's current directors, except Mr. Streeter, has
received options under this arrangement. As of the effective time of the
Distribution, the Company assumed and adjusted the outstanding stock options
issued pursuant to this policy to preserve the aggregate intrinsic value of
each option and the ratio of exercise price to market value per share. As of
March 27, 1998, there were 110,556 option shares outstanding under the Director
Policy. There are no further option shares available for grant under this
policy.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Company is or was an
officer or employee of the Company or had any relationship requiring disclosure
under applicable rules, except that Mr. Butters had a retainer arrangement with
the Company described above pursuant to which Mr. Butters receives $6,250 per
month for serving as Chairman of the Board of the Company. In 1997 Mr. Butters
received $89,000 in director fees and retainers.
EXECUTIVE OFFICERS AND COMPENSATION
The following are executive officers and key employees of the Company,
who serve at the discretion of the Board of Directors.
<TABLE>
<CAPTION>
NAME POSITION AGE
- -------------------------------------- -------------------------------------------------------- ------------
<S> <C> <C>
Bruce A. Streeter President and Chief Operating Officer 49
Frank R. Pierce Executive Vice President, Secretary and Treasurer 48
John E. ("Gene") Leech Vice President 45
Kevin D. Mitchell Controller and Assistant Secretary 29
</TABLE>
Bruce A. Streeter was elected President of the Predecessor's Marine
Division in November 1990 and continued in that capacity up to the effective
time of the Merger. Prior to November 1990 he was with Offshore Logistics,
Inc. for a period of twelve years serving in a number of capacities including
General Manager Marine Division. Mr. Streeter has served as President and
Chief Operating Officer of the Company since January 1997. Mr. Streeter was
elected as director of the Company in April 1997.
Frank R. Pierce was elected Executive Vice President, Secretary and
Treasurer of the Predecessor in December 1990, serving in that capacity up to
the effective time of the Merger. Mr. Pierce had been employed by the
Predecessor since July 1987, serving as its Vice President, Finance until
December 1990. Mr. Pierce was elected Executive Vice President, Secretary and
Treasurer of the Company in January 1997.
John E. ("Gene") Leech was elected Vice President of the Company in
January 1997. He served as Vice President of the Predecessor's Marine Division
from its formation in November 1990 up to the effective time of the Merger.
Prior to November 1990, Mr. Leech was with Offshore Logistics, Inc. for a
period of fifteen years serving in a number of capacities, including Manager
Domestic Operations and International Operations Manager.
Kevin D. Mitchell was elected Controller and Assistant Secretary of
the Predecessor in September 1996, serving in that capacity up to the effective
time of the Merger. Prior to that, he served as Controller for one year with
E- Stamp Corporation, a start-up software company, having previously completed
five years with Arthur Andersen LLP. Mr. Mitchell was elected Controller and
Assistant Secretary of the Company in January 1997.
The aggregate compensation paid by the Company for services rendered
during the last three years in all capacities to the highest paid executive
officers whose total annual salary and bonus exceeded $100,000 during the year
ended December 31, 1997 was as follows:
6
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
- ---------------------------------------------------------------------------------------------- COMPENSATION
AWARDS
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(2) COMPENSATION
- -------------------------------- ------ -------- -------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Streeter 1997 $180,000 $100,000 $ -- $ 30,000 $ 2,303(3)
President and Chief 1996 175,000 75,000 -- 39,310 2,848
Operating Officer 1995 140,000 70,000 -- -- 2,765
Frank R. Pierce 1997 $135,000 $ 20,000 $ -- $ 2,000 $ 2,912(3)
Executive Vice President, 1996 135,000 25,000 -- 9,828 1,755
Secretary, and Treasurer 1995 130,000 15,000 -- -- 1,706
John E. ("Gene") Leech 1997 $125,000 $ 65,000 $ -- $12,000 $ 2,701(3)
Vice President 1996 120,000 50,000 -- 19,656 2,623
1995 110,000 45,000 -- -- 2,550
</TABLE>
- -------------------------------
(1) Other annual compensation excludes perquisites and other benefits
because the aggregate amount of such compensation was less than 10% of the
combined total for salary and bonus.
(2) As adjusted to preserve intrinsic value of the options and the
ratio of exercise price to market value per share on the date of the
distribution.
(3) Includes matching contributions made by GulfMark pursuant to its
401(k) savings plan of $1,900 for each Messrs. Streeter, Pierce and Leech, and
premiums associated with at $500,000 split-dollar life insurance policy of
$1,016, and $801 for Messrs. Streeter and Leech, respectively.
The Company entered into employment agreements with Messrs. Streeter
and Leech, effective as of January 1, 1998, pursuant to which Mr. Streeter is
entitled to be employed as President of the Company and certain of its
subsidiaries and to receive from a subsidiary of the Company an annual salary of
not less than $180,000 for each year during the two and one-half-year term of
his agreement and Mr. Leech is entitled to be employed as a Vice President of
the Company and certain of its subsidiaries and to receive from a subsidiary of
the Company an annual salary of not less than $125,000 for each year during the
one and one-half-year term of his agreement. In addition to annual salary,
Messrs. Streeter and Leech may receive a discretionary bonus. Prior to a change
of control of the Company or after twelve months after a change of control of
the Company, any termination of Messrs. Streeter's or Leech's employment without
cause, or their respective resignation in certain circumstances, would entitle
the terminated or resigning officer to the payment of his annual salary for the
time remaining under the term of his employment agreement and the proportionate
share of his annualized bonus for the previous fiscal year for the time
remaining under the term of his employment agreement, together with certain
other benefits and any unpaid salary, bonus amount, deferred compensation and
vacation pay accrued to the date of termination. Upon a change of control of the
Company, Mr. Streeter would be entitled to the payment of two times his annual
salary and two times his annualized bonus for the previous fiscal year. Within
twelve months after a change of control of the Company, any termination of
Messrs. Streeter's or Leech's employment without cause, or their respective
resignation in certain circumstances, would entitle the terminated or resigning
officer to the payment of two times his annual salary and two times his
annualized bonus for the previous fiscal year, together with certain other
benefits and any unpaid salary, bonus amount, deferred compensation and vacation
pay accrued to the date of termination, less any amount paid under the
agreement upon the change of control. Pursuant to the agreements, the Company
is responsible for the payment and performance of the subsidiary's obligations
under the agreements.
7
<PAGE> 11
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE APPRECIATION FOR
SECURITIES OPTIONS/SARS OPTION TERM
UNDERLYING GRANTED TO EXERCISE OR ----------------------------
OPTIONS/SAR EMPLOYEES IN BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE($/SH) DATE 5% ($) 10% ($)
- ----------------------- -------------- -------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Streeter 30,000 60.0% $ 13.75 05/01/07 $ 259,419 $657,419
Frank R. Pierce 2,000 4.0% 13.75 05/01/07 17,295 43,828
John E. ("Gene") Leech 12,000 24.0% 13.75 05/01/07 103,768 262,968
</TABLE>
- ----------------------
(1) One-third of the options granted became exercisable at each of one year,
two years and three years, respectively, from the date of grant.
The following table represents the total number of options to purchase
GulfMark common stock held by the named executive officers of GulfMark at
December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE(1) UNEXERCISABLE(2)
- --------------------- ------------- ----------- --------------------- ------------------------
<S> <C> <C> <C> <C>
Bruce A. Streeter -- $ -- 37,672 / 56,207 $ 1,097,846 / $1,301,665
Frank R. Pierce -- -- 47,991 / 8,552 1,475,521 / 219,548
John E. ("Gene") Leech -- -- 31,121 / 25,104 908,409 / 576,262
</TABLE>
- -------------------------------
(1) As adjusted to preserve aggregate intrinsic value of the options
and the ratio of exercise price to market value per share on the date of the
Distribution.
(2) Value based on the difference between the market value of the
common stock on December 31, 1997 and the exercise price. The actual value, if
any, of the unexercised option will be dependent upon the market price of
Common Stock at the time of exercise.
The Company also has outstanding options granted to non-employee
directors to purchase shares of its Common Stock, which is further described
under the caption "Election of Directors-Director Compensation".
8
<PAGE> 12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of GulfMark
Offshore, Inc. (the "Committee") is pleased to present this report on the
compensation policies of the Company for its executive officers. This report
sets forth the major components of executive compensation and the basis by
which 1998 compensation determinations were made by the Committee with respect
to the executive officers of the Company, including the executive officers who
are named in the compensation tables shown above. The Committee is comprised
of three directors who are not employees of the Company.
Compensation Policy and Guidelines
In recent years, the Company has undergone substantial operational
changes following a decision by the Board to redeploy the Company's assets in a
manner that would build a competitive oilfield equipment and services company.
This decision resulted in a need to attract and retain key executive officers
and employees who would be instrumental in the success of these new operations.
Accordingly, the Company's compensation policy and practices are aimed at
achieving this objective. The Company's executive compensation program
combines what the Committee considers to be competitive but reasonable base
salaries with incentive programs linked to the success of the Company's
operations and stock performance. The Committee's decisions regarding
compensation take into account individual performance and the relationship of
that performance to the progress of the Company in obtaining strategic
objectives for the benefit of stockholders.
Compensation Program Components
The compensation programs of the Company for its executive officers
and key employees are generally administered by or under the direction of the
Committee and are reviewed on an annual basis to ensure that remuneration
levels and benefits are competitive and reasonable using the guidelines
described above. The Committee reviews and recommends the specific base salary
and bonus compensation of the Company's executive officers and the principal
operating officers of each of its units. The particular elements of the
compensation programs for such persons are set forth in more detail below.
Base Salary - Base salary levels are primarily determined by the
Committee at levels the Committee deems necessary or appropriate to attract the
level of competence needed for the position. Base salary levels are reviewed
annually based on individual performance, industry conditions and market
considerations. The Committee believes that base salary levels for the
Company's executive officers are competitive within a range that is considered
to be reasonable and necessary.
Annual Performance Compensation- The Company provides incentive
compensation to its executive officers and key employees in the form of annual
cash bonuses relating to financial and operational achievements during the
prior year. The amount and form of such bonuses is determined by the Committee
based primarily upon an analysis of the officer's job performance and the
specific accomplishments of the officer during the preceding calendar year. In
the case of corporate financial officers, incentive compensation decisions are
made primarily on the basis of the assistance and performance of the officer in
implementing corporate objectives within the scope of his or her
responsibilities. In the case of operational officers, incentive compensation
decisions are made primarily on the basis of the operational results of the
business operations in which the officer is responsible. Although the
achievement of certain financial objectives as measured by a business segment's
earnings are considered in determining incentive compensation, other subjective
and less quantifiable criteria are also considered. In this regard, the
Committee takes into account specific operational achievements that are
expected to affect future earnings and results or that had an identifiable
impact on the prior year's results.
Stock Option Program - The Company also provides long-term incentive
compensation to its executive officers and key employees through stock options.
The use of stock options is intended to provide incentives to the Company's
executive officers and key employees for working toward the long-term growth of
the Company by providing them with a benefit that will increase only to the
extent the value of the Common Stock increases. Accordingly, the Committee
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<PAGE> 13
from time to time has granted the Company's executive officers and other key
employees options to purchase shares of Common Stock. Options are not granted
by the Committee as a matter of course as part of the regular compensation of
any executive or key employee. The decision to grant an option is based on the
perceived incentive that the grant will provide and the benefits that the grant
may have on long-term stockholder value. The determination of the number of
shares granted is based on the level and contribution of the employee.
Consideration is also given to the anticipated contribution of the business
operations for which the optionee has responsibility on the overall stockholder
value of the Company and to the existing holdings of options by the employee.
The stock options which are currently outstanding are subject to vesting over a
number of years and have exercise prices based on the market price of the
Common Stock at the date of grant. Stock options were granted in 1990 after
the acquisition of the offshore marine services segment, on two occasions in
1996 and after the successful completion of the spin-off in 1997.
Discussion of 1997 Compensation for the Executive Officers Named in the Tables
Above
The Company does not have a Chief Executive Officer. Mr. Bruce
Streeter serves as the President and Chief Operating Officer of the Company.
The base salary for Mr. Streeter was increased in 1997 based on individual
performance, increased responsibilities and the increasing complexity and size
of the Company's operations as well as a review of compensation for executives
in similar positions with industry peers. Mr. Streeter's 1997 bonus was
determined following a review of the financial results of the Company and
specific achievements by Mr. Streeter in managing Company's operations in 1997.
The base salary for Mr. Pierce, Executive Vice President of Finance,
Secretary and Treasurer is primarily based on the Committee's general
understanding of ranges of compensation for financial executives of companies
similar in size and complexity to the Company. Mr. Pierce's bonus for 1997 was
based on the Committee's evaluation of his individual performance in assisting
the Company to achieve its corporate and strategic objectives during 1997.
The base salary for Mr. Leech, Vice President of GulfMark Offshore was
increased in 1997 based on individual performance, increased responsibilities
and the increasing complexity and size of the Company's operations as well as a
review of compensation for executives in similar positions with industry peers.
Mr. Leech's 1997 bonus was determined following a review of the financial
results of the Company's operations which Mr. Leech has responsibility for and
specific achievements by Mr. Leech in meeting the Company's objectives in 1997.
Tax Considerations
During 1993, Congress enacted legislation that could have the effect
of limiting the deductibility of executive compensation paid to each of the
five highest paid executive officers. This legislation provides that
compensation paid to any one executive in excess of $1,000,000 will not be
deductible unless it is performance-based and paid under a plan that has been
approved by stockholders. The Committee considers the application of this
legislation when reviewing executive compensation; however, it has not had any
impact on the Company.
Summary
After review of the Company's existing programs, the Committee
believes that the Company's executive compensation program is reasonable and
provides a mechanism by which compensation is appropriately related to
corporate and individual performance so as to align the interest of the
Company's executive officers with the interest of stockholders on both a long
and short-term basis.
Compensation Committee of the Board of Directors:
David J. Butters
Norman G. Cohen
Robert B. Millard
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PERFORMANCE GRAPH
The following performance graph and table compare the cumulative
return on the Company's Common Stock to the Dow Jones Equity Market Index and
the Dow Jones Oilfield Equipment and Services Index (which consists of Baker
Hughes Inc., Dresser Industries Inc., Halliburton Co., McDermott International
Inc., Schlumberger Ltd. N.V. and Western Atlas, Inc.) for the last year(A).
The graph assumes (i) the reinvestment of dividends, if any, and the (ii) the
value of the investment of the Company's Common Stock and each index to have
been $100 at December 31, 1996(A).
Comparison of Cumulative Total Return
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1996(A) 1997
------- ----
<S> <C> <C>
GulfMark Offshore, Inc. 100 228
Dow Jones Equity Market Index 100 134
Dow Jones Oilfield Equipment and Services Index 100 152
</TABLE>
(A) May 1, 1997, the first day of active trading used in lieu of December 31,
1996 for GulfMark Offshore,
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater-than- ten percent stockholders are required by
the regulation to furnish the Company with copies of all Section 16 (a) forms
they file.
Based solely on the Company's review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Form 5 reports were required for those persons, the Company believes that
all filing requirements applicable to its officers and directors and
greater-than-ten percent beneficial owners were complied with except that Mr.
Gimbel, a director of the Company, made a late report covering one transaction.
PROPOSAL TO APPROVE THE GULFMARK OFFSHORE, INC. 1997 INCENTIVE EQUITY PLAN
Purpose. On December 11, 1997, the Board of Directors adopted the
GulfMark Offshore, Inc. 1997 Incentive Equity Plan (the "Plan") in the form
annexed hereto as Appendix A. The purpose of the Plan is to (i) attract and
retain persons eligible to participate in the Plan; (ii) motivate participants,
by means of appropriate incentive, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with those of other
similar
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<PAGE> 15
companies; and (iv) further identify participant's interests with those of the
Company's other shareholders through compensation based on the Company's Common
Stock. The closing price of the Company's Common Stock as reported on the
Nasdaq National Market System on March 27, 1998 was $26 1/2 per share.
Permitted Awards; Eligibility. The Plan permits the granting of any
or all of the following types of awards ("Awards"): stock options to purchase
shares of the Company's Common Stock ("Options"), stock appreciation rights
("SARs"), and rights to receive shares of the Company's Common Stock (or their
cash equivalent) in the future ("Stock Awards"). Options granted under the
Plan may be either incentive stock options within the meaning of Section 422(b)
of the Internal Revenue Code of 1986 ("Incentive Stock Options") or options
which do not constitute Incentive Stock Options ("Nonqualified Stock Options").
All employees of the Company or any related company, as well as all individuals
to whom a bona fide written offer of employment has been extended by the
Company or any related company, are eligible to receive Awards pursuant to the
Plan. At the current time, approximately 500 persons are eligible to
participate in the Plan.
Administration. The Plan is to be administered by a committee (the
"Committee") selected by the Company's Board of Directors (the "Board"). The
Committee shall consists of two or more members of the Board. If the Board has
not selected a Committee, the Committee shall consist of the entire Board. The
Committee shall have the authority and discretion, subject to the provisions of
the Plan, to select the employees who are to receive Awards; to determine the
time of receipt, the types of Awards and the number of shares covered by the
Awards; to establish the terms, conditions, restrictions and other provisions
of such Awards; and to cancel or suspend Awards. The Committee is authorized
to interpret the Plan and to establish, amend and rescind rules and regulations
as it may deem advisable for administration of the Plan. All determinations
made by the Committee in connection with the Plan shall be final and binding.
Shares Subject to the Plan. The maximum number of shares of Common
Stock that may be delivered to participants and their beneficiaries pursuant to
the Plan is 200,000 shares of Common Stock; provided, however, that the maximum
number of shares of Common Stock that may be issued pursuant to Stock Awards
(including restricted stock) shall be 50,000 shares. The maximum number of
shares that may be covered by Awards granted to any one individual pursuant to
Stock Options or SAR's is 100,000 shares during any three consecutive calendar
years. The maximum payment that can be made for Awards granted to any one
individual pursuant to Stock Awards shall be $500,000 for any single or
combined performance goals established for any annual performance period. If a
Stock Award is, at the time of grant, denominated in shares, the value of the
shares for purposes of determining this maximum individual payment amount will
be the fair market value of the Company's Common Stock on the first day of the
applicable performance period.
To the extent any shares of Common Stock covered by an Award are not
delivered because the Award is forfeited, canceled or settled in cash, such
shares shall not be deemed to have been delivered for purposes of determining
the maximum number of shares of Common Stock available pursuant to the Plan.
In the event of a corporate transaction affecting the capitalization of the
Company, the Committee may adjust (i) the number and kind of shares which may
be delivered under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, (iii) the exercise price of outstanding Options and SARs,
and (iv) such other items the Committee determines to be equitable.
Exercise Price. The exercise price of each Option and SAR granted
pursuant to the Plan shall be established by the Committee at the time of
grant, but the exercise price shall be not less than the fair market value of a
share of the Company's Common Stock as of the date on which the Option or SAR
is granted. For purposes of the Plan, the "fair market value" of the Company's
Common Stock shall be (i) if the Company's Common Stock is listed on any stock
exchange, the mean between the lowest and highest reported sale price of the
Company's Common Stock on the date in question, or (ii) if the Company's Common
Stock is not listed on a stock exchange, the mean between the lowest reported
bid price and highest reported asked price of the Common Stock on the date in
question in the over-the-counter market.
Terms and Conditions. Options and SARs shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee. No Option may be exercised prior to the date on
which the participant completes one continuous year of employment with the
Company or a related company after the date
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<PAGE> 16
of grant, unless the Committee permits otherwise following a change of control
or the death or disability of the participant. If the right to become vested
in a Stock Award is conditioned on the completion of a specified period of
service with the Company or any related company, without achievement of
performance measures or other objectives being required as a condition of
vesting, then the required period of service for vesting shall be not less than
one year; provided, however, that the Committee may permit accelerated vesting
following a change of control or the death or disability of the participant.
Option Expiration. Options shall expire on the date established by
the Committee at the time of grant, but the expiration date shall be no later
than the earliest to occur of (i) the ten-year anniversary of the date on which
the Option was granted, (ii) one year following the termination of employment
of a participant due to death or disability; (iii) three years following the
termination of employment of a participant due to qualifying retirement; or
(iv) ninety days following the termination of employment of a participant for
any other reason.
Transferability. The Committee may authorize all or a portion of any
Award (other than Incentive Stock Options) to be granted on terms which permit
transfer by the participant to the spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers or grandchildren of the participant
and to certain trusts, partnerships or limited liability companies related to
the participant. Except as set forth in the Plan and in the applicable
agreement, no Awards shall be transferred, assigned, sold, pledged, mortgaged
or encumbered by the participant otherwise than by will or by the laws of
descent and distribution or pursuant to a qualifying domestic relations order.
Termination; Amendment. The Board may, at any time, amend or
terminate the Plan, provided that (subject to certain adjustments to shares in
the event of corporate transactions affecting the capitalization of the
Company), no amendment or termination may (i) in the absence of written consent
to the change by the affected participant, adversely affect the rights of any
participant under any Award theretofore granted, or (ii) without the approval
of the Company's stockholders, increase the total number of shares reserved for
purposes of the Plan.
Effective Date; Duration. Subject to the approval of the stockholders
of the Company at the Annual Meeting, the Plan shall be effective as of the
date of its adoption by the Board. The Plan shall be unlimited in duration;
provided, however, that no Incentive Stock Options may be granted under the
Plan on a date that is more than ten years from the date the Plan was adopted
by the Board. In the event of Plan termination, the Plan shall remain in
effect as long as any Awards under the Plan remain outstanding.
Federal Income Tax Consequences. The following is a description of
the Federal income tax consequences of certain transactions that may occur
under the Plan. This summary is not intended to be exhaustive. It does not
attempt to describe the Federal income tax consequences of each possible
transaction under the Plan, nor does it describe any state, local or foreign
tax consequences of any transactions under the Plan. Since the application of
the general tax consequences described herein may vary depending on individual
circumstances, each participant is urged to consult his or her own tax advisor
regarding the Federal, state, local or foreign tax consequences of transactions
under the Plan.
Incentive Stock Options. Generally, Incentive Stock Options will not
result in any taxable income to the optionee (and, therefore, the Company will
not be entitled to any deduction) either upon the grant thereof or upon the
timely exercise thereof. However, the excess of the fair market value of the
shares of Common Stock acquired on the date of exercise over the option
exercise price will be included in the optionee's alternative minimum taxable
income. Upon a subsequent sale or disposition of shares of Common Stock
obtained upon the exercise of an Incentive Stock Option, the optionee must
recognize a taxable gain to the extent of the difference between the amount
realized on the sale and the exercise price. If applicable holding period
requirements are met (i.e., if the date of sale or disposition of such shares
is at least two years after the date of the grant of the option and at least
one year after the exercise of the option), the optionee will be entitled to
long-term capital gain treatment upon the sale or disposition of the shares on
the excess, if any, of the amount received from the sale over the optionee's
basis in the option stock.
The Company generally will not be allowed a deduction with respect to
the granting of an Incentive Stock Option pursuant to the Plan. However, if an
optionee fails to meet the holding period requirements, any gain realized by
the optionee upon sale or disposition of the shares transferred to him upon
exercise of any Option will be treated as ordinary
13
<PAGE> 17
income (rather than capital gain) in the year of such sale or disposition to
the extent of the excess, if any, of the fair market value of the shares at the
time of exercise (or, if less, in certain cases the amount realized on such
sale or disposition) over the exercise price. Additionally, the amount of
ordinary income realized will be added to the optionee's basis in the option
stock, and the Company will be allowed a corresponding deduction.
Non-Qualified Stock Options. The grant of Non-Qualified Stock Options
will not result in any taxable income to the recipient or a deduction for the
Company. However, the recipient will realize ordinary income at the time the
Option is exercised and the exercise price is paid in cash. In general, the
ordinary income realized at exercise will be the excess, if any, of the fair
market value of the shares at the time of exercise over the exercise price.
The Company will be entitled to a corresponding deduction if the tests for
compensation are satisfied and the Company withholds the appropriate amount of
taxes. The subsequent sale of shares received through the exercise of
Non-Qualified Stock Options will be subject to capital gains treatment on the
difference between the sale price and the basis of the stock (generally the
fair market value of the stock at the time of exercise).
Approval of the Plan will require the affirmative vote of the holders
of majority of the shares of Common Stock represented, in person or by proxy,
and entitled to vote at the Annual Meeting. Abstentions and broker non-votes
will be counted as shares entitled to vote for approval of the Plan, but will
have the same effect as a vote against the proposal. The Board recommends a
vote FOR approval of the proposed Plan, and all proxies will be so voted unless
a contrary specification is made thereon.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, independent public accountants,
served as the Company's auditors for the fiscal year ended December 31, 1997.
Arthur Andersen LLP has served as the Company's auditors since 1961 except for
the year ended December 31, 1983. A representative of Arthur Andersen LLP will
be present at the Annual Meeting and will be afforded an opportunity to make a
statement if he or she so desires and be available to respond to appropriate
questions.
PROPOSALS BY STOCKHOLDERS
The Company currently anticipates that its 1998 Annual Meeting will be
held May 14, 1999. Any stockholder wishing to present a proposal for
consideration at the meeting must submit it in sufficient time so that it will
be received by the Company not later than December 16, 1998. Such proposal
should be sent to the Company's principal executive offices at the address set
forth on the cover of this Proxy Statement.
OTHER BUSINESS
The Board of Directors for the Company knows of no other business that
will be brought before the meeting. If, however, any other matters are
properly presented, it is the intention of the persons named in the
accompanying form of proxy to vote the shares covered thereby as in their
discretion they may deem advisable.
By Order of the Board of Directors
Frank R. Pierce
Secretary
Houston, Texas
Date: April 1, 1998
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<PAGE> 18
APPENDIX A
GULFMARK OFFSHORE, INC.
1997 INCENTIVE EQUITY PLAN
ARTICLE 1
GENERAL
1.1. Purpose. The 1997 Incentive Equity Plan (the "Plan") has been
established by GulfMark Offshore, Inc. (the "Company") to (i) attract and
retain persons eligible to participate in the Plan; (ii) motivate Participants,
by means of appropriate incentives, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with those of other
similar companies; and (iv) further identify Participants' interests with those
of the Company's other shareholders through compensation that is based on the
Company's common stock; and thereby promote the long-term financial interest of
the Company and the Related Companies, including the growth in value of the
Company's equity and enhancement of long-term shareholder return.
1.2. Participation. Subject to the terms and conditions of the
Plan, the Committee shall determine and designate, from time to time, from
among the Eligible Employees, those persons who will be granted one or more
Awards under the Plan, and thereby become "Participants" in the Plan. In the
discretion of the Committee, a Participant may be granted any Award permitted
under the provisions of the Plan, and more than one Award may be granted to a
Participant. Awards may be granted as alternative to or replacement of awards
outstanding under the Plan, or any other plan or arrangement of the Company or
a Related Company (including a plan or arrangement of a business or entity, all
or a portion of which is acquired by the Company or a Related Company.)
1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Article 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth
in the Plan (including the definition provisions of Article 7 of the Plan).
ARTICLE 2
OPTIONS AND SARS
2.1. Options and SARs Definitions.
(a) The grant of an "Option" entitles the Participant to purchase
shares of Stock at an Exercise Price established by the
Committee. Options granted under Article 2 may be either
Incentive Stock Options or Non-Qualified Stock Options, as
determined in the discretion of the Committee. An "Incentive
Stock Option" is an Option that is intended to satisfy the
requirements applicable to an "incentive stock option"
described in Section 422(b) of the Code. A "Non-Qualified
Stock Option" is an Option that is not intended to be an
"incentive stock option" as that term is described in Section
422(b) of the Code. To the extent that the aggregate fair
market value of Stock with respect to which Incentive Stock
Options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and
all Related Companies) exceeds $100,000, such options shall be
treated as Non- Qualified Stock Options, to the extent
required by Section 422 of the Code.
(b) A stock appreciation right (an "SAR") entitles the Participant
to receive, in cash or Stock (as determined in accordance with
Section 2.6), value equal to all or a portion of the excess
of: (a) the Fair Market Value of a specified number of shares
of Stock at the time of exercise; over (b) an Exercise Price
established by the Committee.
2.2. Exercise Price. The "Exercise Price" of each Option and SAR
granted under Article 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option
15
<PAGE> 19
or SAR is granted; except that the Exercise Price shall not be less than 100%
of the Fair Market Value of a share of Stock as of the date on which the Option
or SAR is granted.
2.3. Exercise. An Option and an SAR shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee. No Option may be exercised by a Participant: (i)
prior to the date on which the Participant completes one continuous year of
employment with the Company or any Related Company, after the date as of which
the Option is granted (provided, however, that the Committee may permit earlier
exercise following the Participant's Date of Termination by reason of death or
Disability or a change in control of the Company); or (ii) after the Expiration
Date applicable to that Option.
2.4 Expiration Date. The "Expiration Date" with respect to an
Option means the date established as the Expiration Date by the Committee at
the time of the grant; provided, however, that the Expiration Date with respect
to any Option shall not be later than the earliest to occur of:
(a) the ten-year anniversary of the date on which the Option is
granted;
(b) if the Participant's Date of Termination occurs by reason of
death or Disability, the one-year anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of
Retirement, the three-year anniversary of such Date of
Termination; or
(d) if the Participant's Date of Termination occurs for reasons
other than Retirement, death or Disability, the 90-day
anniversary of such Date of Termination.
Notwithstanding the foregoing provisions of this Section 2.4, if the
Participant dies while the Option is otherwise exercisable, the Expiration Date
may be later than the dates set forth above, provided that it is not later than
the first anniversary of the date of death.
2.5. Payment of Option Exercise Price. The payment of the Exercise
Price of an Option granted under Article 2 shall be subject to the following:
(a) Subject to the following provisions of this Section 2.5, the
full Exercise Price for shares of Stock purchased upon the
exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement
approved by the Committee and described in Section 2.5(c),
payment may be made as soon as practicable after the
exercise).
(b) The Exercise Price shall be payable in cash or by tendering
shares of Stock (by either actual delivery of shares or by
attestation, with such shares valued at Fair Market Value as
of the day of exercise), or in any combination thereof, as
determined by the Committee.
(c) The Committee may permit a Participant to elect to pay the
Exercise Price upon the exercise of an Option by authorizing a
third party to sell shares of Stock (or a sufficient portion
of the shares) acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to
pay the entire Exercise Price and any tax withholding
resulting from such exercise.
2.6. Settlement of Award. Distribution following exercise of an
Option or SAR, and shares of Stock distributed pursuant to such exercise, shall
be subject to such conditions, restrictions and contingencies as the Committee
may establish. Settlement of SARs may be made in shares of Stock (valued at
their Fair Market Value at the time of exercise), in cash, or in a combination
thereof, as determined in the discretion of the Committee. The Committee, in
its discretion, may impose such conditions, restrictions and contingencies with
respect to shares of Stock acquired pursuant to the exercise of an Option or an
SAR as the Committee determines to be desirable.
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<PAGE> 20
ARTICLE 3
OTHER STOCK AWARDS
3.1. Stock Award Definition. A "Stock Award" is a grant of shares
of Stock or of a right to receive shares of Stock (or their cash equivalent or
a combination of both) in the future.
3.2. Restrictions on Stock Awards. Each Stock Award shall be
subject to such conditions, restrictions and contingencies as the Committee
shall determine. These may include continuous service and/or the achievement
of Performance Measures. The "Performance Measures" that may be used by the
Committee for such Awards shall be measured by a single goal criterion or
multiple goal criteria with the measurement based on absolute Company or
business unit performance and/or on performance as compared with that of other
publicly-traded companies. If the right to become vested in a Stock Award
granted under Article 3 is conditioned on the completion of a specified period
of service with the Company and the Related Companies, without achievement of
Performance Measures or other objectives being required as a condition of
vesting, then the required period of service for vesting shall be not less than
one year (subject to acceleration of vesting, to the extent permitted by the
Committee, in the event of the Participant's death or Disability or a change in
control of the Company).
ARTICLE 4
OPERATION AND ADMINISTRATION
4.1. Effective Date. Subject to the approval of the shareholders
of the Company at the Company's 1998 annual meeting of its shareholders, the
Plan shall be effective as of December 11, 1997 (the "Effective Date");
provided, however, that, to the extent that Awards are made under the Plan
prior to its approval by shareholders, they shall be contingent on approval of
the Plan by the shareholders of the Company. The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as long
as any Awards under it are outstanding; provided, however, that, to the extent
required by the Code, no Incentive Stock Options may be granted under the Plan
on a date that is more than ten years from the date the Plan is adopted or, if
earlier, the date the Plan is approved by shareholders.
4.2. Shares Subject to Plan.
(a) (i) Subject to the following provisions of this Section
4.2, the maximum number shares of Stock that may be
delivered to Participants and their beneficiaries
under the Plan shall be 200,000 shares of Stock.
(ii) Any shares of Stock granted under the Plan that are
forfeited because of the failure to meet an Award
contingency or condition shall again be available for
delivery pursuant to new Awards granted under the
Plan. To the extent any shares of Stock covered by
an Award are not delivered to a Participant or
beneficiary because the Award is forfeited or
canceled, or the shares of Stock are not delivered
because the Award is settled in cash, such shares
shall not be deemed to have been delivered for
purposes of determining the maximum number of shares
of Stock available for delivery under the Plan.
(iii) If the Exercise Price of any stock option granted
under the Plan is satisfied by tendering shares of
Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Stock
issued net of the shares of Stock tendered shall be
deemed delivered for purposes of determining the
maximum number of shares of Stock available for
delivery under the Plan.
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<PAGE> 21
(iv) Shares of Stock delivered under the Plan in
settlement, assumption or substitution of outstanding
awards (or obligations to grant future awards) under
the plans or arrangements of another entity shall not
reduce the maximum number of shares of Stock
available for delivery under the Plan, to the extent
that such settlement, assumption or substitution is
as a result of the Company or a Related Company
acquiring another entity (or an interest in another
entity).
(b) Subject to Section 4.2(c), the following additional maximums
are imposed under the Plan.
(i) The maximum number of shares of Stock that may be
issued upon exercise of Options intended to be
Incentive Stock Options shall be 200,000 shares.
(ii) The maximum number of shares of Stock that may be
issued in conjunction with Awards granted pursuant to
Article 3 (relating to Stock Awards) shall be 50,000
shares.
(iii) The maximum number of shares that may be covered by
Awards under this Plan granted to any one individual
pursuant to Article 2 (relating to Options and SARs)
shall be 100,000 shares during any three consecutive
calendar years.
(iv) The maximum payment that can be made for awards
granted to any one individual pursuant to Article 3
(relating to Stock Awards) shall be $500,000 for any
single or combined performance goals established for
any annual performance period. If an Award granted
under Article 3 is, at the time of grant, denominated
in shares, the value of the shares of Stock for
determining this maximum individual payment amount
will be the Fair Market Value of a share of Stock on
the first day of the applicable performance period.
(c) In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), the Committee may adjust
Awards to preserve the benefits or potential benefits of the
Awards. Action by the Committee may include adjustment of:
(i) the number and kind of shares which may be delivered under
the Plan; (ii) the number and kind of shares subject to
outstanding Awards; and (iii) the Exercise Price of
outstanding Options and SARs; as well as any other adjustments
that the Committee determines to be equitable.
4.3. Limit on Distribution. Distribution of shares of Stock or
other amounts under the Plan shall be subject to the
following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability for failure to deliver any shares of
Stock under the Plan or make any other distribution of
benefits under the Plan unless such delivery or distribution
would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933),
and the applicable requirements of any securities exchange or
similar entity.
(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the
issuance may be effected on a non-certificate basis, to the
extent not prohibited by applicable law or the applicable
rules of any stock exchange.
4.4. Tax Withholding. Whenever the Company proposes or is required
to distribute Stock under the Plan, the Company may require the recipient to
remit to the Company an amount sufficient to satisfy any Federal, state and
local tax withholding requirements prior to the delivery of any certificate for
such shares or, in the discretion of the Committee, the Company may withhold
from the shares to be delivered shares sufficient to satisfy all or a portion
of
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such tax withholding requirements. Whenever, under the Plan, payments are to
be made in cash, such payments may be net of an amount sufficient to satisfy
any Federal, state and local tax withholding requirements.
4.5. Payment Shares. Subject to the overall limitation on the
number of shares of Stock that may be delivered under the Plan, the Committee
may use available shares of Stock under the Plan as the form of payment for
compensation, grants or rights earned or due under any other compensation plans
or arrangements of the Company or a Related Company.
4.6. Dividends and Dividend Equivalents. An Award may provide the
Participant with the right to receive dividends or dividend equivalent payments
with respect to Stock which may be either paid currently or credited to an
account for the Participant and may be settled in cash or Stock as determined
by the Committee. Any such settlements, and any such crediting of dividends or
dividend equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Committee shall establish,
including the reinvestment of such credited amounts in Stock equivalents.
4.7. Payments. Awards may be settled through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or any
combination thereof as the Committee shall determine. Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions
and contingencies as the Committee shall determine. The Committee may permit
or require the deferral of any Award payment, subject to such rules and
procedures as it may establish, which may include provisions for the payment or
crediting of interest, or dividend equivalents, including converting such
credits into deferred Stock equivalents. Each Related Company shall be liable
for payment of cash due under the Plan with respect to any Participant to the
extent that such benefits are attributable to the services rendered for that
Related Company by the Participant. Any disputes relating to liability of a
Related Company for cash payments shall be resolved by the Committee.
4.8. Proceeds. All cash proceeds from the purchase of Stock under
this Plan shall constitute part of the unrestricted general funds of the
Company, and may be used for such corporate purposes as the Company, in its
sole and exclusive discretion, may determine from time to time.
4.9. Transferability. The Committee may, in its discretion,
authorize all or a portion of any Award (other than Incentive Stock Options) to
be granted on terms which permit transfer by the Participant to (i) the spouse,
parents, children, stepchildren, adoptive relationships, sisters, brothers or
grandchildren of the Participant, (ii) a trust or trusts for the exclusive
benefit of the spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers or grandchildren of the Participant, or (iii) a partnership
or limited liability company in which the spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers or grandchildren of the
Participant are the only partners or members, as applicable; provided in each
case that (x) there may be no consideration for any such transfer (other than
in the case of Clause (iii), units in the partnership or membership interests
in the limited liability company), (y) the agreement pursuant to which such
Awards are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this Section 4.9, and
(z) subsequent transfers of transferred Awards shall be prohibited except those
made in accordance with this Section 4.9 or by will or by the laws of descent
and distribution or pursuant to a "domestic relations order" as defined in the
Internal Revenue Code or Title I of the Employee Retirement Income Security Act
(or the rules promulgated thereunder). Following transfer, any such Awards
shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. The provisions with respect to
expiration or termination set forth in Section 2.4 shall continue to apply with
respect to the original Participant, in which event the Awards shall be
exercisable by the transferee only to the extent and for the periods specified
herein. The original Participant will remain subject to withholding taxes upon
exercise of any such Awards by the transferee. The Company shall have no
obligation whatsoever to provide notice to any transferee of any matter,
including without limitation, early expiration or termination of an Award on
account of termination of the original option pursuant to Section 2.4.
Except as set forth above and in the applicable agreement, no Awards
shall be voluntarily or involuntarily transferred, assigned, sold, pledged,
mortgaged or encumbered by the Participant otherwise than by will or by the
laws of descent and distribution or pursuant to a "domestic relations order" as
defined in the Internal Revenue Code or Title I of the Employee Retirement
Income Security Act (or the rules promulgated thereunder), and all Awards shall
be
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exercisable, during the Participant's lifetime, only by the Participant. At
the request of a Participant, Stock purchased upon exercise of an Option may be
issued or transferred into the name of the Participant and another person
jointly with rights of survivorship. All Awards issued under this Plan, and
all rights under this Plan, shall not be subject to involuntary seizure, or
other process by any creditor of any holder of any such Awards, and the Company
shall not honor or recognize any such involuntary seizure or other such
process. Except as set forth above, any attempted transfer, assignment, sale,
pledge, mortgage or encumbrance ("Assignment") or any attempted involuntary
seizure or other process shall be null, void and without any effect whatsoever.
Should it be determined, by a court of law or otherwise, that any such
Assignment or involuntary seizure or other process is effective, then all
Awards for which such is effective shall terminate and be forfeited as of the
moment of such involuntary seizure or other process, and shall thereafter be
null, void and without any effect whatsoever.
4.10. Form and Time of Elections. Unless otherwise specified
herein, each election required or permitted to be made by any Participant or
other person entitled to benefits under the Plan, and any permitted
modification, or revocation thereof, shall be in writing filed with the
Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee
shall require.
4.11. Agreement With Company. At the time of an Award to a
Participant under the Plan, the Committee may require a Participant to enter
into an agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.
4.12. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of
the Plan, acquire any right in or title to any assets, funds
or property of the Company or any Related Company whatsoever,
including, without limitation, any specific funds, assets, or
other property which the Company or any Related Company, in
their sole discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only a
contractual right to the Stock or amounts, if any, payable
under the Plan, unsecured by any assets of the Company or any
Related Company. Nothing contained in the Plan shall
constitute a guarantee that the assets of such companies shall
be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and
selection as a Participant will not give any employee the
right to be retained in the employ of the Company or any
Related Company, nor any right or claim to any benefit under
the Plan, unless such right or claim has specifically accrued
under the terms of the Plan. Except as otherwise provided in
the Plan, no Award under the Plan shall confer upon the holder
thereof any right as a shareholder of the Company prior to the
date on which the individual fulfills all conditions for
receipt of such rights.
4.13. Evidence. Evidence required of anyone under the Plan may be
by certificate, affidavit, document or other information which the person
acting on it considers pertinent and reliable, and signed, made or presented by
the proper party or parties.
4.14. Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of
the board (including a committee of the board) who are duly authorized to act
for the board, or (except to the extent prohibited by applicable law or
applicable rules of any stock exchange) by a duly authorized officer of the
Company. No failure on the part of the Company or the Board to exercise, and
no delay on the part of the Company or the Board in exercising any right or
power established hereunder shall operate as a waiver of such right or power.
4.15. Gender and Number. Where the context admits, words in any
gender shall include any other gender, words in the singular shall include the
plural and the plural shall include the singular.
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4.16 Headings. The various headings and captions in this Plan are
for convenience only and shall not affect the meaning, construction or
interpretation of this Plan.
ARTICLE 5
COMMITTEE
5.1. Administration. The authority to control and manage the
operation and administration of the Plan shall be vested in a committee (the
"Committee") in accordance with Article 5.
5.2. Selection of Committee. The Committee shall be selected by
the Board, and shall consist of two or more members of the Board. If the Board
has not selected a Committee, the Committee shall consist of the entire Board
of Directors.
5.3. Powers of Committee. The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee,
subject to the following:
(a) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the Eligible
Employees those persons who shall receive Awards, to determine
the time or times of receipt, to determine the types of Awards
and the number of shares covered by the Awards, to establish
the terms, conditions, performance criteria, restrictions, and
other provisions of such Awards, and (subject to the
restrictions imposed by Article 6) to cancel or suspend
Awards. In making such Award determinations, the Committee
may take into account the nature of services rendered by the
individual, the individual's present and potential
contribution to the Company's success and such other factors
as the Committee deems relevant.
(b) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to determine the extent to which
Awards under the Plan will be structured to conform to the
requirements applicable to performance-based compensation as
described in Code Section 162(m), and to take such action,
establish such procedures, and impose such restrictions at the
time such Awards are granted as the Committee determines to be
necessary or appropriate to conform to such requirements.
(c) The Committee will have the authority and discretion to
establish terms and conditions of Awards as the Committee
determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside
of the United States.
(d) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan, to determine the terms
and provisions of any agreements made pursuant to the Plan,
and to make all other determinations that may be necessary or
advisable for the administration of the Plan.
(e) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding.
(f) Except as otherwise expressly provided in the Plan, where the
Committee is authorized to make a determination with respect
to any Award, such determination shall be made at the time the
Award is made, except that the Committee may reserve the
authority to have such determination made by the Committee in
the future (but only if such reservation is made at the time
the Award is granted and is expressly stated in the Agreement
reflecting the Award).
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(g) In controlling and managing the operation and administration
of the Plan, the Committee shall act by a majority of its then
members, by meeting or by writing filed without a meeting.
The Committee shall maintain and keep adequate records
concerning the Plan and concerning its proceedings and acts in
such form and detail as the Committee may decide.
5.4. Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
5.5. Information to be Furnished to Committee. The Company and
Related Companies shall furnish the Committee with such data and information as
may be required for it to discharge its duties. The records of the Company and
Related Companies as to an employee's or Participant's employment, termination
of employment, leave of absence, reemployment and compensation shall be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to
carry out the terms of the Plan.
ARTICLE 6
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided
that, subject to Section 4.2(c) (relating to certain adjustments to shares), no
amendment or termination may (i) in the absence of written consent to the
change by the affected Participant (or, if the Participant is not then living,
the affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board or (ii) without the approval of the Company's
stockholders, increase (except as provided expressly in this Plan) the total
number of shares reserved for purposes of the Plan.
ARTICLE 7
DEFINED TERMS AND MISCELLANEOUS
7.1 For purposes of the Plan, the terms listed below shall be
defined as follows:
(a) Award. The term "Award" shall mean any award or benefit
granted to any Participant under the Plan, including, without
limitation, the grant of Options, SARs, and Stock Awards.
(b) Board. The term "Board" shall mean the Board of Directors of
the Company.
(c) Code. The term "Code" means the Internal Revenue Code of
1986, as amended. A reference to any provision of the Code
shall include reference to any successor provision of the
Code.
(d) Date of Termination. The Participant's "Date of Termination"
shall be the first day occurring on or after the date of
Participant's Agreement, on which the Participant's employment
with the Company and all Related Companies terminates for any
reason (Retirement, death, Disability resignation or
discharge); provided that a termination of employment shall
not be deemed to occur by reason of a transfer of the
Participant between the Company and a Related Company or
between two Related Companies; and further provided that the
Participant's employment shall not be considered terminated
while the Participant is on a leave of absence from the
Company or a Related Company approved by the Participant's
employer. If, as a result of a sale, spin-off or other
transaction, the Participant's employer ceases to be the
Company or a Related Company, the occurrence of such
transaction shall
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<PAGE> 26
be treated as the Participant's Date of Termination for
reasons other than Retirement, death or Disability.
(e) Disability. The term "Disability" means the permanent and
total disability of the Participant as determined by the
Committee.
(f) Eligible Employee. The term "Eligible Employee" shall mean
any employee of the Company or a Related Company or an
individual to whom a bona fide written offer of employment
from the Company or a Related Company has been extended.
(g) Fair Market Value. The "Fair Market Value" of a share of
Stock shall be determined as follows:
(i) If the Stock is at the time listed or admitted to
trading on any stock exchange, then the "Fair Market
Value" shall be the mean between the lowest and
highest reported sale prices of the Stock on the date
in question on the principal exchange on which the
Stock is then listed or admitted to trading. If no
reported sale of Stock takes place on the date in
question on the principal exchange, then the reported
closing asked price of the Stock on such date on the
principal exchange shall be determinative of "Fair
Market Value."
(ii) If the Stock is not at the time listed or admitted to
trading on a stock exchange, the "Fair Market Value"
shall be the mean between the lowest reported bid
price and highest reported asked price of the Stock
on the date in question in the over-the-counter
market, as such prices are reported in a publication
of general circulation selected by the Committee and
regularly reporting the market price of Stock in such
market.
(iii) If the Stock is not listed or admitted to trading on
any stock exchange or traded in the over- the-counter
market, the "Fair Market Value" shall be as
determined in good faith by the Committee.
(h) Related Company. The term "Related Company" means (i) any
corporation, partnership, joint venture or other entity during
any period in which it owns, directly or indirectly, at least
fifty percent of the voting power of all classes of stock of
the Company (or successor to the Company) entitled to vote;
and (ii) any corporation, partnership, joint venture or other
entity during any period in which at least a fifty percent
voting or profits interest is owned, directly or indirectly,
by the Company, by an entity that is a successor to the
Company, or by an entity that is a Related Company by reason
of clause (i) next above.
(i) Retirement. The "Retirement" of a Participant shall mean the
occurrence of a Participant's Date of Termination after
completing at least five years of service and attaining age
65.
(j) Stock. The term "Stock" shall mean shares of common stock of
the Company.
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GULFMARK OFFSHORE, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of GulfMark Offshore, Inc. ("GulfMark")
hereby appoints David J. Butters and Robert B. Millard, or either of them, as
proxies, each with power to act without the other and with full power of
substitution, for the undersigned to vote the number of shares of Common Stock
of GulfMark that the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of GulfMark to be held on May 14,
1998, at 9:30 a.m., Houston time, at The Luxury Collection Hotel, 1919 Briar
Oaks Lane, Houston, Texas 77027, and at any adjournment or postponement
thereof, on the following matters that are more particularly described in the
Proxy Statement dated April 1, 1998:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 28
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GULFMARK OFFSHORE, INC.
MAY 14, 1998
PLEASE MARK, SIGN, DATE AND RETURN USING THE ENCLOSED ENVELOPE
<TABLE>
<S> <C> <C>
(1) Election of Directors
David J. Butters Louis S. Gimbel 3rd FOR Withhold from
Norman G. Cohen Robert B. Millard (except as listed below) all nominees
Marshall A. Crowe Bruce A. Streeter [ ] [ ]
(Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
- ------------------------------------------- For Against Abstain
(2) Proposal to approve and adopt the GulfMark Offshore, Inc. 1997 Incentive Equity Plan. [ ] [ ] [ ]
(3) To consider and take action upon any other matter
which may properly come before the meeting or any
adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. If
no direction is made, this proxy will be voted "for" Proposal
1 and 2. Receipt of the Proxy Statement dated April 1,
1998 is hereby acknowledged.
Signature of Stockholder(s) Dated: 1998
--------------------------------------------------------- ------------
Note: Please sign exactly your name exactly as it appears hereon. Joint owners must each sign. When signing as attorney,
executor, administrator, trustee or guardian please give your full title as it appears thereon.
</TABLE>
