<PAGE>
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:
[_] 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 (S)240.14a-11(c) or (S)240.14a-12
GULFMARK INTERNATIONAL, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF GULFMARK APPEARS HERE] GULFMARK
International, Inc.
Notice of
Annual Meeting of
Stockholders and
Proxy Statement
Annual Meeting
- - --------------
May 18, 1995
Envoy Room
The Ritz-Carlton
1919 Briar Oaks Lane
Houston, Texas 77027
<PAGE>
GULFMARK INTERNATIONAL, INC.
5 Post Oak Park, Suite 1170
Houston, Texas 77027-3414
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 18, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GulfMark
International, Inc. (the "Company") will be held in the Envoy Room, The Ritz-
Carlton, 1919 Briar Oaks Lane, Houston, Texas 77027, on Thursday, May 18, 1995
at 9:30 A.M., Central Daylight Savings Time, for the following purposes:
1. To elect a Board of five (5) directors.
2. 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 April 3, 1995 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
[Signature of Frank R. Pierce appears here]
Frank R. Pierce
Secretary
Date: April 10, 1995
<PAGE>
GULFMARK INTERNATIONAL, INC.
5 Post Oak Park, Suite 1170
Houston, Texas 77027-3414
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1995
The accompanying proxy is solicited by the Management of GulfMark
International, 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, 1995 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 14, 1995. 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>
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, 1995 is the close of
business on April 3, 1995 (hereinafter called the "Record Date"). As of the
Record Date there were 3,321,385 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 February 1, 1995, was known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock:
<TABLE>
<CAPTION>
NO. OF SHARES
NAME AND ADDRESS OF BENEFICIALLY OWNED PERCENT OF
BENEFICIAL OWNER AS OF FEBRUARY 1, 1995/(1)/ CLASS
- - -------------------------------- --------------------------- -----------
<S> <C> <C>
Lehman Brothers Holdings Inc. 1,015,113 30.56%
3 World Financial Center
New York, New York 10285
Mutual Beacon Fund 273,037/(2)/ 8.22%
c/o Heine Securities Corporation
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Estabrook Capital Management Inc. 217,400/(3)/ 6.55%
430 Park Avenue
New York, New York 10022
- - -----------------------------------
</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)/Mutual Beacon Fund ("Beacon") is a portfolio of Mutual Series Fund Inc.
("Mutual"), a registered investment company for which Heine Securities
Corporation ("Heine") acts as investment advisor. Pursuant to contracts with
Beacon, Heine has sole investment and voting power over the shares owned by
Beacon. Heine disclaims any economic beneficial interest in these shares.
/(3)/Estabrook Capital Management Inc. 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 February 1, 1995, 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>
<TABLE>
<CAPTION>
No. of Shares
Beneficially
Name Owned as of Percent
February 1, 1995/(1)(2)/ of Class/(3)/
- - --------------------------- ------------------------ -------------
<S> <C> <C>
David J. Butters 61,400/(4)/ 1.85%
Norman G. Cohen 20,991/(5)/ --
Marshall A. Crowe 10,100 --
Louis S. Gimbel, 3rd 60,767/(6)/ 1.83%
Robert B. Millard 71,400 2.15%
Frank R. Pierce 22,000 --
Bruce A. Streeter 7,500 --
All directors and officers
as a group (8 persons) 258,825 7.79%
- - ----------------------------
</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: Messrs. Butters,
Cohen, Crowe, Gimbel and Millard - 10,000 shares each; Mr. Pierce - 20,300
shares; Mr. Streeter -5,000 shares; and all directors and officers as a group -
79,967 shares.
/(3)/Less than one percent unless otherwise indicated.
/(4)/Includes 24,500 shares of Common Stock owned by trusts of which Mr.
Butters is the co-trustee.
/(5)/Includes 70 shares for which Mr. Cohen shares voting power through a
partnership and includes 10,921 shares beneficially owned by Mr. Cohen's wife
for which Mr. Cohen is disclaiming beneficial interest.
/(6)/Includes 7,605 shares of Common Stock owned by trusts of which Mr.
Gimbel is the co-trustee.
ELECTION OF DIRECTORS
Five 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>
<TABLE>
<CAPTION>
Name Age Year First Became Director
- - --------------------- --- --------------------------
<S> <C> <C>
David J. Butters 54 1989
Norman G. Cohen 73 1972
Marshall A. Crowe 74 1978
Louis S. Gimbel, 3rd 66 1970
Robert B. Millard 44 1989
</TABLE>
David J. Butters is Chairman of the Board and is a member of the Executive,
Audit and Compensation Committees. He is a Managing Director of Lehman
Brothers, an investment banking firm and division of Lehman Brothers, Inc.
("Lehman Brothers"), where he has been employed for more than the past five
years. Mr. Butters is currently Chairman of the Board of Energy Ventures, Inc.,
oilfield equipment and service company, a director of Anangel-American
Shipholdings, Ltd. and BT Shipping Limited, shipping companies, and a member of
the Board of Advisors of Energy International, N.V.
Norman G. Cohen is Chairman of the Audit and Compensation Committees. He has
served as President of Norman G. Cohen, Inc., consultants, for more than five
years and is a Director of Brewster Wallcovering Co., Randolf, Massachusetts.
Mr. Cohen is a partner in Orie Co., a private investment company, and he is also
an Emeritus Trustee of the National Parks and Conservation Association.
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.
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. and President and
Chairman of the Board of Hops Extract Corporation. 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.
Robert B. Millard is a member of the Executive and Compensation Committees.
He is a Managing Director of Lehman Brothers, where he has been employed for
more than the past five years. Mr. Millard also serves as a Director of Energy
Ventures, Inc.
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, 1994, the Board of
Directors met four times, the Audit Committee met two times, and the
Compensation Committee met once. During 1994 each director attended 100% of the
combined Board of Directors meetings and meetings of committees of the Board on
which he served except Robert Millard who attended 60% of such meetings.
Messrs. Butters, Cohen and Crowe are the current members of the Audit
Committee. The Audit Committee recommends to the Board in 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.
4
<PAGE>
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 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. Reference is made to "Executive Officers and
Compensation - Compensation Committee Report on Executive Compensation" for
further discussion of Mr. Butters' compensation. Total compensation paid in
1994 to the non-employee directors who have been nominated, including director
fees and retainers, was $88,500 for Mr. Butters, $13,500 for Mr. Cohen, $13,000
for Mr. Crowe, $12,000 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 1994 for such policies were $12,757 for
Mr. Cohen, $9,328 for Mr. Crowe and $4,097 for Mr. Gimbel.
The Board of Directors of the Company maintains a 1993 Non-Employee Director
Stock Option Plan (the "1993 Plan"). Under the 1993 Plan, each non-employee
director as of December 8, 1993 was granted, and each new non-employee director
as of the date he or she is first elected as a director of the Company will be
granted, an option to purchase 5,000 shares of Common Stock at a price equal to
the market price of the shares of Common Stock on the date of grant. These
options are exercisable for a period beginning one year from the date of grant
and ending ten years from the date of grant. Options granted terminate three
months after the optionee ceases to be a director of the Company except in the
event of death, disability or retirement, in which case the options terminate
one year after he or she ceases to be a director because of such event. Each of
the Company's current directors has received options to purchase 5,000 shares of
Common Stock under the 1993 Plan having an exercise price of $14.75 per share.
In 1987, the Company adopted an arrangement under which each non-employee
director of the Company as of the time of such adoption and each future non-
employee director of the Company was granted options to purchase an aggregate of
5,000 shares of Common Stock. Under this arrangement, each such non-employee
director received an automatic grant of options to purchase 2,500 shares on an
annual basis for two years following the adoption of the arrangement or their
first election as a director. Options granted under this arrangement had
exercise prices equal to the market price of the shares of Common Stock on the
date of grant, were exercisable for a period of ten years from the date of grant
and terminate three months after the optionee ceases to be a director of the
Company except in the event of death, disability or retirement, in which case
the option terminates one year after he or she ceases to be a director because
of such event. No further options will be granted under this arrangement. Each
of the Company's current directors has received options under this arrangement,
with the options held by Messrs. Cohen, Crowe and Gimbel having average exercise
prices of $8.63 per share and the options held by Messrs. Butters and Millard
having an average exercise price of $16.50 per share.
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. Mr. Streeter has been
included below because of his key management position as President over the
Company's primary operating segment, Gulf Offshore Marine.
5
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION AGE
- - -------------------- ------------------------------------------------- ---
<S> <C> <C>
Frank R. Pierce Executive Vice President, Secretary and Treasurer 45
Elizabeth D. Brumley Controller and Assistant Secretary 36
Bruce A. Streeter President, Gulf Offshore Marine Division 46
</TABLE>
Frank R. Pierce was elected Executive Vice President, Secretary and Treasurer
of the Company in December 1990 and has been employed with the Company since
July 1987 serving as its Vice President, Finance. In addition he served as
Director and Vice President, Finance of Energy Ventures, Inc. until 1990. Prior
to July 1987, he was with Daniel Industries, Inc., a supplier of fluid
measurement products and systems to energy companies, for nine years, where he
served as Controller.
Elizabeth D. Brumley was elected Controller in December 1990 and has been
employed with the Company since December 1987 when she became Internal Auditor.
Prior to that she served as a senior auditor with Arthur Andersen LLP, a major
public accounting firm.
Bruce A. Streeter was elected President of Gulf Offshore Marine in November
1990 and has continued in that capacity up to the present. 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.
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, 1994 was as follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPEN-
ANNUAL COMPENSATION SATION
------------------------------- ------------
AWARDS
-----------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- - -------------------------- -------------- -------- ------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Frank R. Pierce 1994 $125,000 $ 8,000 $--/(1)/ -- $ --
Executive Vice 1993 120,000 7,000 --/(1)/ -- --
President, Secretary, 1992 115,000 8,000 --/(1)/ -- --
and Treasurer
Bruce A. Streeter 1994 135,000 50,000 --/(1)/ -- 860/(2)/
President, Gulf 1993 125,000 40,000 --/(1)/ -- 816/(2)/
Offshore Marine 1992 125,000 45,000 --/(1)/ -- 774/(2)/
Division
- - ----------------------------------------------------
</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)/All other compensation is attributable to a $500,000 split-dollar life
insurance policy provided to Mr. Streeter by the Company.
The Company entered into an employment contract with Mr. Streeter on January
1, 1994 which provides for a salary of $135,000 per year until December 31,
1996. In the event employment is terminated, Mr. Streeter will continue to
6
<PAGE>
receive the base salary and other benefits until December 31, 1996 except in the
event of termination by Mr. Streeter, termination due to Mr. Streeter's death or
total and permanent disability or termination by the Company for "cause", as
defined in the employment contract.
The Company presently has outstanding options to purchase shares of its Common
Stock under its 1987 Stock Option Plan (the "1987 Plan") which was adopted by
the Board of Directors in May 1987 and approved by the stockholders in May 1988.
The 1987 Plan authorizes 200,000 shares to be issued pursuant to options granted
or to be granted under the 1987 Plan until May 1997. Options are granted under
the 1987 Plan to key employees at a price no less than the fair market value of
the shares at the time of grant. The 1987 Plan is administered by the
Compensation Committee of the Board of Directors which selects those key
employees, including officers and directors who are also key employees who may
participate in the 1987 Plan. No options were granted under the 1987 Plan in
1994. Options exercised under the 1987 Plan during 1994 totaled 1,700. The
following table is a summary of exercised and unexercised options under the 1987
Plan as of December 31, 1994 for each executive officer and key employee named
in the compensation table above:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1994 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Shares Options/SARs at Options/SARs at
Acquired December 31, 1994 December 31, 1994
on Value Exercisable/ Exercisable/
Name Exercise Realized/(1)/ Unexercisable Unexercisable/(2)/
- - ----------------- -------- ------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Frank R. Pierce 1,700 $16,575 20,300 / -- $109,881 / $ --
Bruce A. Streeter -- -- 5,000 / -- 9,688 / --
- - -------------------
</TABLE>
/(1)/Value based on difference in market value on date of exercise and
option price.
/(2)/Value based on difference in market value of Common Stock on December
31, 1994 and exercise price. The actual value, if any, of the unexercised
options will be dependent upon the market price of the 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".
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of GulfMark
International, 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
1994 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.
7
<PAGE>
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 segments. The particular elements of the compensation
programs for these persons is 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 their 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 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, and 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 number of shares granted is
determined 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 on 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
8
<PAGE>
the date of grant. Stock options were granted in 1990 after the acquisition of
the offshore marine services segment; however, no options have been granted
since such date.
Discussion of 1994 Compensation for the Executive Officers Named in the Tables
Above
The base salary for Mr. Streeter, President of Gulf Offshore Marine was
increased in 1994 based on individual performance and the increasing complexity
and size of the offshore marine services segment's operations as well as a
review of compensation for executives in similar positions with industry peers.
Mr. Streeter's 1994 bonus was determined following a review of the financial
results of the Company's offshore marine services segment in light of its
earnings and specific achievements by Mr. Streeter in managing the offshore
marines services segment's operations in 1994.
The base salary for Mr. Pierce, Executive Vice President of Finance, is
primarily based on the Committee's general understanding of ranges of
compensation for financial executives of companies similar in size and
complexity of the Company. Mr. Pierce's bonus for 1994 was based on the
Committee's evaluation of his individual performance in assisting the Company to
achieve its corporate and strategic objectives.
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 its review of its 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.
Chief Executive Officer Compensation
The Company does not currently have an acting President or Chief
Executive Officer. In the absence of such an officer, David Butters, the
Company's Chairman of the Board, performs many of the functions that such an
officer would perform. As Chairman of the Board of Directors, Mr. Butters
receives a monthly retainer of $6,250 which was fixed by the Board of Directors
in 1990 to compensate him for the additional time and responsibilities placed on
him as Chairman of the Board. Mr. Butters' retainer was not intended as
compensation for functioning in whole or in part as the Chief Executive Officer
of the Company in the absence of such an officer. Accordingly, no compensation
has been received by him from the Company for acting in such capacity. Except
for the monthly retainer described above, Mr. Butters does not receive any
compensation other than that provided to other members of the Board of
Directors. The decisions with respect to Mr. Butters' compensation as Chairman
of the Board are not made by the Committee nor are they within the scope of the
Committee, but rather are determined by the whole Board of Directors with Mr.
Butters abstaining from voting on those matters. The aggregate compensation
paid by the Company to Mr. Butters for 1994, 1993 and 1992 was $88,500, $90,500
and $86,500, respectively.
9
<PAGE>
Compensation Committee of the Board of Directors
Norman G. Cohen
David J. Butters
Robert B. Millard
PERFORMANCE GRAPH
The following performance graph and table compare the yearly 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
Incorporated, Dresser Industries, Inc., Energy Service Company, Inc., Global
Marine, Inc., Halliburton Company, Helmerich & Payne, Inc., McDermott
International, Inc., Nabors Industries Incorporated, Parker Drilling Company,
Rowan Companies, Inc., Schlumberger Limited and Western Atlas, Inc.) for the
last five years. 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, 1989.
10
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[CHART APPEARS HERE]
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
GulfMark International, Inc. 100 98 90 79 89 111
Dow Jones Equity Market Index 100 96 127 138 152 153
Dow Jones Oilfield Equipment and Services Index 100 109 99 98 109 99
</TABLE>
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, 1994. 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 1996 Annual Meeting will be held
May 15, 1996. 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, 1995. Such proposal should be sent to
the Company's principal executive offices at the address set forth on the cover
of this Proxy Statement.
11
<PAGE>
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
[Signature of Frank R. Pierce appears here]
Frank R. Pierce
Secretary
Houston, Texas
Date: April 10, 1995
12
<PAGE>
GULFMARK INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED STOCKHOLDER OF GULFMARK INTERNATIONAL, INC. (THE "COMPANY")
HEREBY APPOINTS DAVID J. BUTTERS AND ROBERT B. MILLARD AS PROXIES, EACH WITH
POWER TO ACT WITHOUT THE OTHER AND WITH FULL POWER OF SUBSTITUTION, FOR THE
UNDERSIGNED TO VOTE ALL SHARES OF COMMON STOCK OF THE COMPANY OF THE UNDERSIGNED
AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY TO BE HELD ON MAY 18, 1995,
OR AT ANY ADJOURNMENTS THEREOF, AS FOLLOWS:
(1) ELECTION OF [ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
DIRECTORS (EXCEPT AS MARKED TO THE CONTRARY TO VOTE FOR ALL THE
BELOW) NOMINEES LISTED BELOW
DAVID J. BUTTERS MARSHALL A. CROWE LOUIS S. GIMBEL, 3RD
NORMAN G. COHEN ROBERT B. MILLARD
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
________________________________________________________________________________
<PAGE>
(2) WITH DISCRETIONARY AUTHORITY ON ANY MATTER WHICH MAY PROPERLY COME BEFORE
THE MEETING.
ALL SHARES WILL BE VOTED AS DIRECTED HEREIN AND, UNLESS OTHERWISE DIRECTED, WILL
BE VOTED FOR THE ELECTION AS DIRECTORS OF ALL NOMINEES.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO VOTE THEREON.
DATED _____________________________, 1995
_______________________________________
SIGNATURE
_______________________________________
SIGNATURE(S) (TITLE(S), IF APPLICABLE)
SIGN EXACTLY AS NAME(S) (AND TITLE(S)) APPEAR(S)
ON THE PROXY. JOINT OWNERS SHOULD EACH SIGN. WHEN
SIGNING AS ATTORNEY, TRUSTEE, EXECUTOR,
ADMINISTRATOR, GUARDIAN OR CORPORATE OFFICER,
PLEASE GIVE YOUR FULL TITLE.
