Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(b), (c) & (e) On June 18, 2014, Cal Dive International, Inc.
announced the voluntary resignation of Brent D. Smith
, the Company's Executive
Vice President, Chief Financial Officer and Treasurer, effective June 13, 2014
to pursue other opportunities. There were no disagreements between the Company
and Mr. Smith
on any matter relating to the Company's operations, policies or
practices. In consideration of Mr. Smith's
agreement to be available to the
Company as needed during the transition and his release of the Company from any
claims, the Compensation Committee of the Company
decided to accelerate vesting
of Mr. Smith's
110,667 shares of Company restricted stock that would have vested
within 12 months of his termination date.
The Company has commenced a search for a new Chief Financial Officer, and until
a replacement is named, Mr. Quinn J
. HÉbert, the Company's Chairman, President
and Chief Executive Officer, will assume the additional responsibilities of
Chief Financial Officer of the Company.
Also, effective June 16, 2014
, Charles J. Boyle
, the Company's current Vice
President - Accounting, was appointed to serve as Chief Accounting Officer of
the Company. Mr. Boyle
, age 60, joined the Company as Vice President of
Accounting, with the Company's acquisition of Horizon Offshore, Inc.
. In connection with his appointment as Chief Accounting Officer, Mr. Boyle
will receive an annual salary of $264,000
and will be eligible for a bonus
opportunity based upon achievement of the Company's financial performance goals
and personal performance goals, ranging from $70,000
(for achievement of minimum
performance goal) to $150,000
(for achievement of maximum performance goal).
also executed an indemnity agreement with the Company in the same form
that has been executed by the Company's other officers.
The form of indemnity agreement is attached as Exhibit 10.1 to this current
report on Form 8-K. Also, a copy of the Company's press release announcing the
Chief Financial Officer resignation is attached as Exhibit 99.1 to this current
report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index,
which appears at the end of this report and are incorporated by reference