<PAGE> 1
SCHEDULE 14A
(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 [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 sec. 240.14a-11(c) or sec. 240.14a-12
GulfMark Offshore, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(l) and
0-11.
(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. LOGO]
NOTICE OF
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
ANNUAL MEETING
MAY 18, 2000
THE ENVOY ROOM
ST. REGIS 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 18, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GulfMark
Offshore, Inc. (the "Company") will be held in the Envoy Room, The St. Regis
Hotel, 1919 Briar Oaks Lane, Houston, Texas 77027, on Thursday, May 18, 2000 at
10:00 A.M., Central Daylight Savings Time, for the following purposes:
1. To elect a Board of six (6) directors.
2. To amend the Company's 1997 Incentive Equity Plan to increase the number
of shares reserved for issuance thereunder by 150,000 shares.
3. To ratify the selection of Ernst & Young LLP as the Company's
independent accountants for the fiscal year ending December 31, 2000.
4. 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 31, 2000 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
/s/ EDWARD A. GUTHRIE
Edward A. Guthrie
Secretary
Date: April 18, 2000
<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 18, 2000
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 18,
2000 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.
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 26, 2000. In addition to the use of the mail,
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 18, 2000 is the close of
business on March 31, 2000 (hereinafter called the "Record Date"). As of the
Record Date there were 8,161,399 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 31, 2000, 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 PERCENT OF
BENEFICIAL OWNER OWNED(1) CLASS
- ---------------------------------------------------------------- ------------------------------ ------------
<S> <C> <C>
Lehman Brothers Holdings Inc.
3 World Financial Center
New York, New York 10285 2,030,226 24.88%
Estabrook Capital Management Inc.(2)
430 Park Avenue, Suite 1800
New York, New York 10022 1,539,638 18.86%
Dimensional Fund Advisors Inc.(3)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 530,000 6.49%
- ----------------------------------------------------------------
</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) The information shown above was obtained from the Schedule 13G dated
January 25, 2000 as filed with the Securities and Exchange Commission ("SEC") by
Estabrook Capital Management Inc. 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) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, furnishes
investment advice to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other
investment vehicles, including commingled group trusts. (These investment
companies and investment vehicles are the "Portfolios"). In its role as
investment advisor and investment manager, Dimensional possesses both voting and
investment power over 530,000 shares of the Company's stock as of December 31,
1999. The Portfolios own all securities reflected above, and Dimensional
disclaims beneficial ownership of such securities. The foregoing information was
obtained from the Schedule 13G dated February 11, 2000 as filed with the SEC by
Dimensional.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth, as of March 31, 2000, 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 AS OF MARCH 31,
NAME 2000(1)(2) PERCENT OF CLASS(3)
- --------------------------------------------------- ------------------------------ -----------------------
<S> <C> <C>
David J. Butters 246,556 (4) 3.00%
Norman G. Cohen 107,688 (5) 1.32%
Marshall A. Crowe 50,938 --
Louis S. Gimbel, 3rd 190,444 (6) 2.33%
Robert B. Millard 266,556 3.26%
Bruce A. Streeter 133,729 1.62%
Edward A. Guthrie 10,000 --
John E. (Gene) Leech 70,891 --
All directors and officers as a
group (9 persons) 1,093,796 12.89%
</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 -
59,138 shares; Mr. Cohen - 10,000 shares; Mr. Crowe - 47,138 shares; Mr. Gimbel
- - 10,000; Mr. Millard - 10,000; Mr. Streeter - 100,310 shares; Mr. Leech -
68,891 shares; and all directors and officers as a group - 321,971 shares.
(3) Less than one percent unless otherwise indicated.
(4) Includes 43,400 shares of Common Stock owned by trusts of which Mr.
Butters is the co-trustee and 40,200 shares beneficially owned by Mr. Butters'
wife, and with respect to which shares Mr. Butters has shared voting and
dispositive power.
(5) Includes 73,706 shares owned by a trust and an additional 23,982 shares
owned by a trust through its interest in a limited partnership, and with respect
to which shares Mr. Cohen may be deemed to have shared voting and dispositive
power. Mr. Cohen disclaims ownership of such shares, except to the extent of his
pecuniary interest therein.
(6) Includes 15,210 shares of Common Stock owned by trusts of which Mr.
Gimbel is the co-trustee, and with respect to which shares Mr. Gimbel has shared
voting and dispositive power.
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 non-votes 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 59 1989
Norman G. Cohen 78 1972
Marshall A. Crowe 79 1978
Louis S. Gimbel, 3rd 71 1970
Robert B. Millard 49 1989
Bruce A. Streeter 51 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 a director of the Board
of Weatherford International, Inc. and 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 GulfMark International, Inc. was merged into Weatherford
International, Inc. (the "Merger").
Norman G. Cohen is Chairman of the Audit and Compensation Committees. He
has served as Chairman and 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 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 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
Weatherford International, Inc., L-3 Communications Corporation and Kirch Media.
Mr. Millard has served as a director of the Company since its formation in 1996
and served as a director of the Predecessor from 1989 until the Merger.
4
<PAGE> 8
Bruce A. Streeter has served as President and Chief Operating Officer of
the Company since January 1997. He was elected as director of the Company in
April 1997. He served as President of the Predecessor's Marine Division from
November 1990 until the Merger. Prior to November 1990, Mr. Streeter was with
Offshore Logistics, Inc. for a period of twelve years serving in a number of
capacities including General Manager Marine Division.
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, 1999, the Board of
Directors met five times, the Audit Committee met two times, and the
Compensation Committee met three times. During 1999 each director attended at
least 80% 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 functions of which are 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 full Board of Directors 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 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 received a retainer of $6,250 per month through
May 6, 1999 and $8,333 per month for the remainder of the year for serving as
Chairman of the Board. Total compensation paid in 1999 to the non-employee
directors who have been nominated, including director fees and retainers, was
$106,914 for Mr. Butters, $13,500 for Mr. Cohen, $13,000 for Mr. Crowe, $11,000
for Mr. Gimbel and $12,500 for Mr. Millard. In addition, the Company furnishes
Messrs. Cohen, Crowe and Gimbel with a $250,000 life insurance policy. Premiums
paid during 1999 for such policies were $12,757 for Mr. Cohen, $20,310 for Mr.
Crowe and $9,015 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 May 1, 1997, 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
5
<PAGE> 9
non-employee director received the 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. The Director Plan provides for
similar grants of options to non-employee directors in 2002 and 2005. As of
March 31, 2000, there were 86,276 option shares outstanding under the Director
Plan and 154,310 shares available for grant upon the election of a new director
or under the automatic grant provisions discussed above.
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 has a retainer arrangement with the
Company described above pursuant to which Mr. Butters received $6,250 per month
through May 6, 1999 and $8,333 per month for the remainder of the year for
serving as Chairman of the Board of the Company. In 1999 Mr. Butters received
$106,914 in director fees and retainers. During the 1999 fiscal year, no
executive officer of the Company served as (a) a member of the compensation
committee of another entity, one of whose executive officers served on the
Compensation Committee of the Company, (b) a director of another entity, one of
whose executive officers served on the Compensation Committee of the Company, or
(c) a member of the compensation committee of another entity, one of whose
executive officers served as a director of the Company.
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 51
Edward A. Guthrie Executive Vice President, Secretary and Treasurer 55
John E. (Gene) Leech Vice President 47
Kevin D. Mitchell Controller and Assistant Secretary 31
</TABLE>
Bruce A. Streeter has served as President and Chief Operating Officer of
the Company since January 1997. He was elected as director of the Company in
April 1997. He served as President of the Predecessor's Marine Division from
November 1990 until the Merger. Prior to November 1990, Mr. Streeter was with
Offshore Logistics, Inc. for a period of twelve years serving in a number of
capacities including General Manager Marine Division.
Edward A. Guthrie was elected Executive Vice President - Finance, Chief
Financial Officer, Secretary and Treasurer of the Company in July 1999. Prior to
that date, Mr. Guthrie served in a number of capacities with Cliffs Drilling
Company ("Cliffs") and its former parent company for a period of 25 years, most
recently serving as Vice President-Finance and Chief Financial Officer prior to
Cliffs' merger with R&B Falcon Corporation.
John E. (Gene) Leech was elected Vice President of the Company in January
1997. He served as Vice President of Predecessor's Marine Division from its
formation in November 1990 until 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
Company in January 1997. He served as Controller and Assistant Secretary of the
Predecessor from September 1996 until the Merger. Prior to that, Mr. Mitchell
6
<PAGE> 10
served as Controller for one year with E-Stamp Corporation, a start-up software
company, having previously completed five years with Arthur Andersen LLP.
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, 1999 was as follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------------------- --------------
AWARDS
--------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
- ------------------------------ ------- ----------- ------------ ---------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Streeter 1999 $195,000 $ 100,000 $ -- 33,000 $ 3,172(2)
President and Chief 1998 195,000 145,000 -- 30,000 3,092
Operating Officer 1997 180,000 100,000 -- 30,000 2,916
Edward A. Guthrie(3) 1999 $ 92,199 $ 45,000 $ -- 25,000 $ 46(2)
Executive Vice President,
Secretary, and Treasurer
Frank R. Pierce(4) 1999 $ 65,071 $ -- $ -- 3,500 $ 1,426(2)
Executive Vice President, 1998 140,000 25,000 -- 3,000 3,285
Secretary, and Treasurer 1997 135,000 20,000 -- 2,000 2,912
John E. (Gene) Leech 1999 $140,000 $ 65,000 $ -- 14,000 $ 2,929(2)
Vice President 1998 135,000 80,000 -- 12,000 2,858
1997 125,000 65,000 -- 12,000 2,701
</TABLE>
- ----------
(1) The aggregate amount of perquisites and other benefits is excluded from
other annual compensation because such compensation was less than 10% of the
combined total for salary and bonus for each named executive officer.
(2) Includes matching contributions made by the Company pursuant to its
401(k) savings plan of $2,000 each for Messrs. Streeter and Leech and $1,081 for
Pierce, and life insurance premiums of $1,172, $46, $345, and $929 for Messrs.
Streeter, Guthrie, Pierce and Leech, respectively.
(3) Mr. Guthrie joined the Company as Executive Vice President, Secretary
and Treasurer on July 6, 1999.
(4) Mr. Pierce ceased to be Executive Vice President, Secretary and
Treasurer on April 8, 1999.
A subsidiary of the Company entered into employment agreements with Messrs.
Streeter, Leech and Guthrie. Effective as of January 1, 1998, Mr. Streeter is
entitled to be employed as President of the Company and certain of its
subsidiaries and to receive an annual salary of not less than $180,000 for each
year during the two and one-half-year term of his agreement. Effective as of
July 1, 1999, Mr. Leech is entitled to be employed as a Vice President of the
Company and certain of its subsidiaries and to receive an annual salary of not
less than $140,000 for each year during the two year term of his agreement.
Effective July 6, 1999, Mr. Guthrie is entitled to be employed as a Executive
Vice President and Chief Financial Officer of the Company and certain of its
subsidiaries and to receive an annual salary of not less than $190,000 for each
year during the two year term of his agreement. In addition to annual salary,
Messrs. Streeter, Leech and Guthrie 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, Leech's or
Guthrie's employment without cause, or their respective resignations in certain
circumstances, would entitle the terminated or
7
<PAGE> 11
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. Within twelve months after a change of control of the
Company, any termination of Messrs. Streeter's, Leech's or Guthrie'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.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS/SARS(1) EMPLOYEES IN OR BASE EXPIRATION ----------------------------
NAME GRANTED (#) FISCAL YEAR PRICE($/SH) DATE 5% ($) 10% ($)
- ---------------------------- --------------- -------------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Streeter 33,000 40.87% $13.1563 02/18/09 $ 273,040 $ 691,936
Edward A. Guthrie 25,000 30.96% $16.1250 06/02/09 253,523 642,477
Frank R. Pierce 3,500 4.33% $13.1563 02/18/09 28,959 73,387
John E. (Gene) Leech 14,000 17.34% $13.1563 02/18/09 115,835 293,549
</TABLE>
- ----------
(1) One-third of the options granted become 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 the
Company's Common Stock held by the named executive officers of the Company at
December 31, 1999.
8
<PAGE> 12
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
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- ------------------------------ ---------- ------------- ------------------- --------------------------
<S> <C> <C> <C> <C>
Bruce A. Streeter -- $ -- 93,879 / 63,000 $655,735 / $57,217
Edward A. Guthrie -- $ -- -- / 25,000 -- / --
Frank R. Pierce 7,218 $ 49,250(2) -- / -- -- / --
John E. (Gene) Leech -- $ -- 56,225 / 26,000 $448,037 / $24,062
</TABLE>
- ----------
(1) Value based on the difference between the market value of the common
stock on December 31, 1999 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.
(2) None of these shares were sold upon exercise. This value was computed
based on the difference between the market value of the common stock on the date
of exercise and the exercise price. The actual value to be recognized, if any,
will be dependent upon the market price of Common Stock at the time the shares
are sold.
Non-employee directors of the Company also own outstanding options to
purchase shares of Common Stock, as further described under the caption
"Election of Directors-Director Compensation".
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 2000
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 Philosophy
The executive compensation program of the Company has been designed to
motivate, reward, attract and retain the management deemed essential to ensure
the success of the Company. The program seeks to align executive compensation
with Company objectives, business strategy and financial performance. In
applying these principles, the Compensation Committee seeks to:
o Reward executives for long-term strategic management and the enhancement
of stockholder value;
o Support an environment that rewards performance with respect to Company
goals, as well as Company performance relative to industry competitors;
o Integrate compensation programs with the short and long-term strategic
plans of the Company;
o Attract and retain key executives critical to the long-term success of
the Company;
o Align the interests of executives with the long-term interests of
stockholders through award opportunities that can result in ownership of
Common Stock.
9
<PAGE> 13
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. The particular elements of the
compensation programs for such persons are set forth in more detail below.
Employment Agreements - A subsidiary of the Company has entered into
Employment Agreements with its President, Executive Vice President and Vice
President. The purpose of the Employment Agreements are (i) to assure that the
Company will have the continued dedication of the executive, notwithstanding the
possibility, threat or occurrence of a change of control, (ii) to diminish the
inevitable distraction of the executive resulting from the uncertainties and
risks created by a pending or threatened change of control and (iii) to provide
the executive with compensation and benefits arrangements upon a change of
control that are competitive with those of other corporations.
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.
Performance Bonus - 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 for 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.
Incentive Equity Plan - 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 to work 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. 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 to overall stockholder
value. 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,
after the successful completion of the spin-off in 1997, and again in 1998 and
1999.
Discussion of 1999 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 unchanged in 1999 reflecting the outlook for the
industry and the Company for the year 1999. Mr. Streeter's 1999 bonus was
determined following a review of the financial results of the Company and
specific achievements by Mr. Streeter in managing the Company's operations
through the difficult period of 1999.
10
<PAGE> 14
The base salary established at the time of the hiring of Mr. Guthrie,
Executive Vice President - Finance, Secretary and Treasurer, was 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.
Guthrie's 1999 bonus was based on the Committee's evaluation of his individual
performance in assisting the Company in achieving its corporate and strategic
objectives during his employment period in 1999.
The base salary for Mr. Leech, Vice President, was increased in 1999 based
on individual performance, the size of the Company's operations, as well as a
review of compensation for executives in similar positions with industry peers.
Mr. Leech's 1999 bonus was determined following a review of the financial
results of the Company's operations for which Mr. Leech has responsibility and
the specific achievements by Mr. Leech in meeting the Company's objectives in
1999.
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, the limitation on deductibility of
executive compensation has not had any impact on the Company to date.
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
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 R&B Falcon
Corporation, Global Marine Inc., Rowan Companies, Helmerich & Payne Inc., Ensco
International Inc., Diamond Offshore Drilling Inc., Nabors Industries Inc.,
Noble Drilling Corporation, Transocean Sedco Forex Inc., Weatherford
International Inc., McDermott International Inc., Baker Hughes Inc., Halliburton
Co., and Schlumberger Ltd.) for the periods indicated. The graph assumes (i) the
reinvestment of dividends, if any, and (ii) the value of the investment of the
Company's Common Stock and each index to have been $100 at May 1, 1997 (A), for
the Company's Common Stock and December 31, 1996 for each index.
11
<PAGE> 15
COMPARISON OF CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1996 1997 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
GulfMark Offshore, Inc. 100(A) 228 109 101
Dow Jones Equity Market Index 100 134 172 207
Dow Jones Oilfield Equipment and Services Index 100 152 81 116
</TABLE>
(A)In lieu of December 31, 1996, the first day of active trading of the
Company's Common Stock, May 1, 1997, is used for GulfMark Offshore, Inc.
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 during the 1999 fiscal year were complied with, except
that Mr. Norman G. Cohen, a director of the Company, filed one late report
reflecting six transactions that were not reported on a timely basis.
PROPOSAL TO AMEND THE 1997 INCENTIVE EQUITY PLAN
General. The Company's 1997 Incentive Equity Plan was adopted by the Board
of Directors on December 11, 1997, and approved by the stockholders on May 14,
1998. A total of 200,000 shares of Common Stock were initially reserved under
the Plan. On April 18, 2000, the Board of Directors approved an amendment to the
Plan increasing the number of shares reserved for issuance thereunder (including
the number of shares that may be issued upon exercise of options intended to
constitute incentive stock options) by 150,000 shares to an aggregate of 350,000
shares, subject to adjustment as provided in the Plan. The Board of Directors
believes that it is in the Company's best interests to amend the Plan and
increase the number of shares reserved for issuance thereunder in order to
continue to provide ongoing incentive to the Company's employees in the form of
options to purchase the Company's Common Stock.
12
<PAGE> 16
Purpose. The purpose of the Plan is to (i) attract and retain as employees
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 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 April 14, 2000 was $18.50 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 currently 200,000 shares of Common Stock and will increase to 350,000
shares of Common Stock if the proposed amendment is approved by the
stockholders; 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 issued upon
exercise of Options intended to be Incentive Stock Options is currently 200,000
shares of Common Stock and will increase to the maximum number of shares that
may be delivered from time to time pursuant to the Plan, or 350,000 shares of
Common Stock, if the proposed amendment is approved by the stockholders. 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
13
<PAGE> 17
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 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. The Plan became effective on December 11, 1997.
The Plan is 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.
14
<PAGE> 18
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 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).
Required Vote. Approval of the proposed amendment to 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 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. Broker non-votes
are not counted as shares entitled to vote and will have no effect on the
outcome. 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.
PROPOSAL TO RATIFY SELECTION OF INDEPENDENT ACCOUNTANTS
On April 10, 2000, the Company elected not to continue the engagement of
Arthur Andersen LLP ("Arthur Andersen") as the Company's independent accountants
and engaged Ernst & Young LLP ("Ernst & Young") as its new independent
accountants. The decision to change the Company's independent accountants was
recommended by the Company's Audit Committee and approved by the Company's Board
of Directors.
Arthur Andersen's reports on the Company's financial statements for the two
years ended December 31, 1998, and 1999, respectively, did not contain an
adverse opinion or disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the two years ended December 31, 1999, and the subsequent interim
period preceding the decision to change independent accountants, there were no
disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
if not resolved to the satisfaction of Arthur Andersen, would have caused it to
make a reference to the subject matter of the disagreement(s) in connection with
its reports covering such periods.
During the two years ended December 31, 1999, and the subsequent interim
period preceding the decision to change independent accountants, neither the
Company nor anyone on its behalf consulted Ernst & Young regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, nor has Ernst & Young provided to the
Company a written report or oral advice regarding such principles or audit
opinion.
Representatives of Arthur Andersen and Ernst & Young are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they desire to do so. Such representatives are also to be available at the
meeting to respond to appropriate questions.
15
<PAGE> 19
The selection of Ernst & Young is submitted for ratification by
stockholders at the Annual Meeting. If stockholders do not ratify the selection
of Ernst & Young, the selection of independent accountants will be reconsidered
by the Board of Directors. Ratification will require the affirmative vote of the
holders of a majority of the shares of Common Stock present in person or by
proxy at the meeting. Abstentions and broker non-votes will be counted as shares
entitled to vote on this matter, and therefore, will have the same effect as
vote against the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000
PROPOSALS BY STOCKHOLDERS
The Company currently anticipates that its 2000 Annual Meeting will be held
May 18, 2001. 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 28, 2000. Such proposal must comply with the
proxy rules promulgated by the SEC in order to be included in the Company's
proxy statement and form of proxy related to the meeting and should be sent to
the Company's principal executive offices at the address set forth on the cover
of this Proxy Statement. If notice of any stockholder proposal not eligible for
inclusion in the Company's proxy statement and form of proxy is given to the
Company after March 13, 2001, then proxy holders will be allowed to use their
discretionary voting authority on such stockholder proposal when the matter is
raised at such meeting.
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
/s/ EDWARD A. GUTHRIE
Edward A. Guthrie
Secretary
Houston, Texas
Date: April 18, 2000
16
<PAGE> 20
PLEASE SIGN, DATE AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GULFMARK OFFSHORE, INC.
MAY 18, 2000
*Please Detach and Mail in the Envelope Provided*
- --------------------------------------------------------------------------------
A [ ] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
(1) Election of Directors FOR
(except as Withhold
listed below) from all nominees
[ ] [ ]
(Instruction: To withhold authority to vote for any NOMINEES:
individual nominee, write that nominee's name on the David J. Butters
space provided below.) Norman G. Cohen
Marshall A. Crowe
Louis S. Gimbel 3rd
---------------------------------------------------- Robert B. Millard
Bruce A. Streeter
(2) To amend the Company's 1997 FOR AGAINST ABSTAIN
Incentive Equity Plan to increase
the number of shares reserved for [ ] [ ] [ ]
issuance thereunder by 150,000
shares.
(3) To ratify the selection of Ernst & [ ] [ ] [ ]
Young LLP as the Company's
independent public accountants for
the fiscal year ending December
31, 2000.
(4) To transact such other business as may properly come before the meeting or
any adjournment 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" all Proposals listed.
Receipt of the Proxy Statement dated
April 18, 2000 is hereby acknowledged.
PLEASE MARK, SIGN DATE AND RETURN USING
THE ENCLOSED ENVELOPE.
Signature of Stockholder(s)
-----------------------------------------------------
Dated: , 2000
------------
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.
<PAGE> 21
- --------------------------------------------------------------------------------
GULFMARK OFFSHORE, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 18, 2000
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 18, 2000, at 10:00
a.m., CST, at The St. Regis 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 18, 2000:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
