UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 23, 2021, Charles Fabrikant, the Non-Executive Chairman of SEACOR Marine Holding Inc. (the “Company”), notified nominating and corporate governance committee of the board of directors of the Company (the “Governance Committee”) that he will not stand for re-election at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) and on the same date, Robert D. Abendschein, a Director of the Company, notified the Governance Committee that he will not stand for re-election at the Annual Meeting. Each of Mr. Abendschein and Mr. Fabrikant advised the Governance Committee that his decision was not due to a disagreement with the Company or any matter relating to the Company’s operations, policies, or practices.
On April 27, 2021, the board of directors of the Company (the “Board”) determined that effective immediately upon the conclusion of the 2021 Annual Meeting of Stockholders, the Board will reduce the size of the Board from seven directors to five directors.
The Board thanks Mr. Fabrikant and Mr. Abendschein for their years of distinguished service and significant contributions to the Company.
| Item 7.01 | Regulation FD Disclosure. |
On April 28, 2021, the Company issued a press release announcing that each of Mr. Fabrikant and Mr. Abendschein has determined that he will not stand for re-election at the Annual Meeting. The press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01.
On April 28, 2021, the Company posted its 2020 annual report on its website at https://ir.seacormarine.com/financial-information/annual-reports-and-proxy-statements.
The information contained in Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “soliciting material” or “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 28, 2021 | |
| 104.1 | Cover page interactive data file (embedded within the Inline XBRL document). | |
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.
| SEACOR Marine Holdings Inc. | ||||||
| April 28, 2021 | By: | /s/ Andrew H. Everett II | ||||
| Name: | Andrew H. Everett II | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||