- Current report filing (8-K)
17 6월 2010 - 5:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2010
TRICO MARINE SERVICES, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-33402
(Commission File Number)
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72-1252405
(IRS Employer
Identification No.)
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10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas
(Address of principal executive offices)
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77380
(Zip Code)
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(713) 780-9926
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Executive Officer Compensation.
As previously reported in the Companys Form 8-K
filed on June 2, 2010, the Company announced that, effective May 29, 2010, Richard A. Bachmann was
appointed Chairman of the Board and interim Chief Executive Officer and Rishi A. Varma was
appointed President of the Company in addition to his current role as Chief Operating Officer. In
connection with these appointments, on June 10, 2010, the Board approved increases to their base
salaries and incentive bonus plan targets as set forth below:
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Base Salary Effective
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Incentive Bonus Plan Target
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Name
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Title
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as of June 1, 2010
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as of June 1, 2010
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Richard Bachmann
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Chairman and interim Chief Executive
Officer
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$
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600,000
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100
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%
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Rishi Varma
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President and Chief Operating Officer
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$
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400,000
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75
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%
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Results of Annual Meeting
. At the 2010 annual meeting of stockholders (the Annual
Meeting) of the Company, held on June 10, 2010, the Companys stockholders approved the Companys
2010 Long-Term Incentive Plan (the 2010 Incentive Plan). A description of the terms and
conditions of the 2010 Incentive Plan is set forth on pages 55 58 of the Companys definitive
proxy statement filed with the Securities and Exchange Commission (the SEC) on April 28, 2010 and
is incorporated herein by reference. A copy of the 2010 Incentive Plan is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation; Change in Fiscal Year.
At the Annual Meeting, the Companys stockholders also approved the proposed amendments to the
Companys Second Amended and Restated Certificate of Incorporation, as amended, (i) increasing the
authorized number of shares of the Companys common stock from 50,000,000 to 100,000,000 shares and
(ii) declassifying the Companys Board of Directors. Descriptions of the charter amendments are
set forth on pages 58 62 of the Companys definitive proxy statement filed with the SEC on April
28, 2010 and are incorporated herein by reference. A copy of the charter amendments is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A Certificate of Amendment reflecting the adopted amendments was filed with the Secretary of
State of Delaware on June 14, 2010 and became effective upon filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the results of voting by the stockholders at the Annual Meeting.
Proposal 1: Election of Directors:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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Edward C. Hutcheson, Jr.
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5,272,659
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5,149,527
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60,853
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6,652,636
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Myles W. Scoggins
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5,249,404
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5,172,992
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60,643
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6,652,636
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Per Staehr
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5,245,182
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5,176,114
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61,743
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6,652,636
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Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP, certified public
accountants, as the Companys independent registered public accounting firm for the fiscal year
ending December 31, 2010:
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FOR: 16,073,554
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AGAINST: 559,970
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ABSTAIN: 502,151
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BROKER NON-VOTES: 0
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Proposal 3: Approval of the 2010 Incentive Plan:
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FOR: 5,846,719
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AGAINST: 4,587,747
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ABSTAIN: 48,573
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BROKER NON-VOTES: 6,652,636
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Proposal 4: Approval of an amendment to the Companys charter to increase the total number of
authorized shares of the Companys common stock from 50,000,000 shares to 100,000,000 shares:
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FOR: 10,830,594
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AGAINST: 6,229,569
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ABSTAIN: 75,509
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BROKER NON-VOTES: 0
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2
Proposal 5: Approval of an amendment to the Companys charter to declassify the Companys Board of Directors:
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FOR: 11,744,808
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AGAINST: 5,244,665
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ABSTAIN: 146,201
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BROKER NON-VOTES: 0
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1
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Amendments to Second Amended and
Restated Certificate of
Incorporation, as amended, of
Trico Marine Services, Inc.
(incorporated by reference to
Appendix B and Appendix C to the
Companys Proxy Statement on
Schedule 14A filed April 28,
2010).
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10.1*
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Trico Marine Services, Inc. 2010
Long-Term Incentive Plan
(incorporated by reference to
Appendix A to the Companys Proxy
Statement on Schedule 14A filed
April 28, 2010).
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99.1
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Pages 55 58 of the Companys
Proxy Statement on Schedule 14A
filed April 28, 2010 containing a
description of the Companys 2010
Long-Term Incentive Plan
(incorporated by reference to the
Companys Proxy Statement on
Schedule 14A filed April 28,
2010).
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99.2
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Pages 58 62 of the Companys
Proxy Statement on Schedule 14A
filed April 28, 2010 containing a
description of the amendments to
the Companys Second Amended and
Restated Certificate of
Incorporation, as amended
(incorporated by reference to the
Companys Proxy Statement on
Schedule 14A filed April 28,
2010).
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*
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Management Contract or Compensation Plan or Arrangement.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 16, 2010
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TRICO MARINE SERVICES, INC.
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By:
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/s/ Suzanne B. Kean
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Name:
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Suzanne B. Kean
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Title:
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Vice President and General Counsel
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4
EXHIBIT INDEX
(d) Exhibits
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3.1
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Amendments to Second Amended and
Restated Certificate of
Incorporation, as Amended, of
Trico Marine Services, Inc.
(incorporated by reference to
Appendix B and Appendix C to the
Companys Proxy Statement on
Schedule 14A filed April 28,
2010).
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10.1*
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Trico Marine Services, Inc. 2010
Long-Term Incentive Plan
(incorporated by reference to
Appendix A to the Companys Proxy
Statement on Schedule 14A filed
April 28, 2010).
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99.1
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Pages 55 58 of the Companys
Proxy Statement on Schedule 14A
filed April 28, 2010 containing a
description of the Companys 2010
Long-Term Incentive Plan
(incorporated by reference to the
Companys Proxy Statement on
Schedule 14A filed April 28,
2010).
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99.2
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Pages 58 62 of the Companys
Proxy Statement on Schedule 14A
filed April 28, 2010 containing a
description of the amendments to
the Companys Second Amended and
Restated Certificate of
Incorporation, as amended
(incorporated by reference to the
Companys Proxy Statement on
Schedule 14A filed April 28,
2010).
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*
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Management Contract or Compensation Plan or Arrangement.
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5
Trico Marine Services (NASDAQ:TRMA)
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