Helix Energy Solutions Group (HLX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, at the corporate office in Houston, Texas, with shareholders of record as of March 17, 2026, eligible to vote.

• Shareholders will vote on the election of three Class III directors, ratification of KPMG LLP as the independent auditor for 2026, and an advisory vote on 2025 executive compensation.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with multiple voting methods available.

Voting matters and shareholder proposals

• Three Class III directors are nominated for election to serve until 2029: Paula Harris, Amy H. Nelson, and William L. Transier, all deemed independent.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2026 is recommended.

• Advisory vote on 2025 executive compensation (Say on Pay) is non-binding but will be considered in future decisions.

• Shareholder proposals for the 2027 meeting must be submitted by December 2, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of seven members, with 86% classified as independent under NYSE rules; the Chairman and all committee members are independent.

• The board is divided into three classes with staggered three-year terms.

• Board members possess diverse skills in energy, finance, governance, sustainability, and international business.

• The board has a mandatory retirement policy at age 75 and encourages director education.

• Three standing committees: Audit, Compensation, and Corporate Governance & Nominating, all with independent members.