SEACOR Marine : Submission of Matters to a Vote of Security Holders - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2022

SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-37966		47-2564547
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12121 Wickchester Lane, Suite 500, Houston, TX		77079
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		SMHI		New York Stock Exchange ("NYSE")

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07.

Submission of Matters to a Vote of Security Holders

At the 2022 Annual Meeting of Stockholders of SEACOR Marine Holdings Inc. (the "Company"), held on June 7, 2022, the Company's stockholders voted on proposals to: (i) elect directors to the board of directors of the Company (the "Board"), (ii) approve the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan, and (iii) ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director's successor has been duly elected and qualified (or the director's earlier resignation, death or removal). The Company's stockholders also (i) approved the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan, and (ii) ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

The number of votes cast for, withheld or against and the number of abstentions and broker non-voteswith respect to each proposal, as applicable, is set forth below. The Company's independent inspector of election reported the final vote of the stockholders as follows:

Proposal No. 1 - Election of Directors

Director Name		Votes For			Votes Withheld			Broker Non-Votes
Andrew R. Morse			17,163,379				1,466,865				3,949,470
John Gellert			18,441,400				188,844				3,949,470
R. Christopher Regan			17,173,479				1,456,765				3,949,470
Julie Persily			17,164,584				1,465,660				3,949,470
Alfredo Miguel Bejos			17,242,529				1,387,715				3,949,470

Proposal No. 2 - Approval of the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan

Votes For		Votes Against		Abstain		Broker Non-Votes
16,972,424		1,652,061		5,759		3,949,470

Proposal No. 3 - Ratification of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022

Votes For		Votes Against		Abstain		Broker Non-Votes
22,566,751		9,050		3,913		0

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.
June 10, 2022			By:		/s/ Andrew H. Everett II
		Name:		Andrew H. Everett II
		Title:		Senior Vice President, General Counsel and Secretary