Form 8-K

8-K — TIDEWATER INC

Accession: 0001104659-26-075757

Filed: 2026-06-18

Period: 2026-06-16

CIK: 0000098222

SIC: 4400 (WATER TRANSPORTATION)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2618330d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2618330d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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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 16,

2026

Tidewater Inc.

(Exact name of registrant

as specified in its charter)

Delaware

1-6311

72-0487776

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

842

West Sam Houston Parkway North, Suite

400

Houston,

Texas

77024

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (713) 470-5300

Not Applicable

(Former Name or Former

Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

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

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

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

Pre-commencement communications 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, $0.001 par value per share

TDW

New York Stock Exchange

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) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On June 16, 2026, Tidewater Inc. (the

“Company”) held its 2026 annual meeting of stockholders (“Annual Meeting”). At the

Annual Meeting, the Company’s stockholders approved the First Amendment (the “First Amendment”) to the

Company’s Amended and Restated 2021 Stock Incentive Plan (the “Plan”) to increase the maximum number of

shares available for issuance thereunder by 2,250,000. The Company’s Board of Directors (the “Board”)

had previously approved the First Amendment, subject to stockholder approval. The First Amendment became effective on June 16, 2026.

The principal terms of the First Amendment

and the Plan are described in the Company’s proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange

Commission on April 28, 2026, which descriptions of the First Amendment and the Plan are incorporated herein by reference and are qualified

in their entirety by reference to the full text of the First Amendment and the Plan, as applicable. Copies of the First Amendment and

the Plan are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item

5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)

On June 16, 2026, the Company held the Annual Meeting virtually via a live audio webcast.

(b)

As of April 17, 2026, the record date for the Annual Meeting, the Company had 49,729,815 shares of common stock outstanding and

entitled to vote. Of this number, 44,546,831 shares were represented in person or by proxy at the meeting, which represented 89.57% of

the shares entitled to vote. The Company’s stockholders voted on the following four proposals at the Annual Meeting, detailed descriptions

of which are contained in the proxy statement for the Annual Meeting, casting their votes as described below.

Proposal 1: Election of Seven Directors

Each of the seven individuals listed below was elected at

the Annual Meeting to serve a one-year term on the Company’s Board of Directors.

Director Nominee

Votes For

Votes Against

Abstentions

Broker

Non-Votes

Melissa Cougle

40,703,580

80,892

159,698

3,602,661

Dick H. Fagerstal

39,533,810

1,388,557

21,803

3,602,661

Quintin V. Kneen

40,741,589

184,358

18,223

3,602,661

Louis A. Raspino

40,600,223

184,248

159,699

3,602,661

Robert E. Robotti

39,967,442

959,888

16,840

3,602,661

Kenneth H. Traub

38,776,714

2,145,629

21,827

3,602,661

Lois K. Zabrocky

40,707,753

76,858

159,559

3,602,661

Proposal 2: Advisory Vote on Executive Compensation

Proposal 2 was an advisory vote on

the executive compensation of our named executive officers as disclosed in the proxy statement for the Annual Meeting. This advisory vote

was approved.

Votes For

Votes Against

Abstentions

Broker Non-Votes

40,548,175

362,605

33,390

3,602,661

Proposal 3: Approval of the First Amendment to the Company’s

Amended and Restated 2021 Stock Incentive Plan

Proposal 3 was a proposal to approve

the First Amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan to increase the maximum number of shares available

for issuance thereunder by 2,250,000. This proposal was approved.

Votes For

Votes Against

Abstentions

Broker Non-Votes

38,986,062

1,935,390

22,718

3,602,661

Proposal 4: Ratification of Selection of Independent Registered

Public Accounting Firm

Proposal 4 was a proposal to ratify

the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year

ending December 31, 2026. This proposal was approved.

Votes For

Votes Against

Abstentions

43,799,406

730,093

17,332

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

First Amendment to the Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan

10.2

Tidewater Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2021, File No. 1-6311)

104

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.

TIDEWATER INC.

Date: June 18, 2026

By:

/s/ Daniel A. Hudson

Daniel A. Hudson

Executive Vice President, Chief Legal Officer and Corporate

Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618330d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT TO THE

TIDEWATER INC. AMENDED AND RESTATED 2021 STOCK

INCENTIVE PLAN

This Amendment No. 1 (this

“Amendment”) to the Tidewater Inc. (the “Company”) Amended and Restated 2021 Stock Incentive Plan (the “Plan”)

is adopted by the Board of Directors (“Board”) of the Company on April 27, 2026. This Amendment will become effective upon

approval by the stockholders of the Company at the Company’s 2026 annual meeting of stockholders.

WHEREAS, the Plan was initially

adopted by the Board and became effective on June 8, 2021 following approval by the stockholders of the Company;

WHEREAS, the Board desires

to amend the Plan, subject to approval by the stockholders of the Company, to increase the number of shares of Company common stock, $0.001

par value per share (“Common Stock”), available for issuance under the Plan;

WHEREAS, pursuant to Section

13.8 of the Plan, the Board may amend the Plan as it deems necessary or appropriate, and shall seek the approval of the stockholders of

the Company for any amendment to the Plan to the extent the Board deems appropriate, necessary or required under the Plan; and

WHEREAS, if the Company’s

stockholders fail to approve this Amendment, the current Plan shall continue in full force and effect.

NOW, THEREFORE, subject to

stockholder approval at the Company’s annual meeting being held on June 16, 2026, the Plan is hereby amended as follows, effective

June 16, 2026:

1. Section 5.1 of the Plan is deleted and replaced in its entirety with the following:

“5.1 Number of Shares.

Subject to adjustment as provided in Section 13.4, the maximum number of shares of Common Stock that may be delivered to participants

and their permitted transferees under the Plan shall be 4,750,000 shares, plus the number of shares of Common Stock underlying any award

granted under the Tidewater Inc. 2017 Stock Incentive Plan or the Tidewater Inc. Legacy GLF Management Incentive Plan that expires, terminates,

or is canceled or forfeited under the terms of the Tidewater Inc. 2017 Stock Incentive Plan or the Tidewater Inc. Legacy GLF Management

Incentive Plan.”

2. Except as set forth in this Amendment, all other terms and conditions of the Plan shall remain in full

force and effect.

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