The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation referred to herein as “Helix,” the “Company,” “we,” “us” or “our,” is soliciting your proxy to vote at the 2016 Annual Meeting of Shareholders (“Annual Meeting”) on Thursday, May 12, 2016. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.

The Annual Meeting will be held at Helix Energy Solutions Group, Inc.’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. The Board of Directors of Helix (the “Board”) has set March 14, 2016 as the record date for the Annual Meeting. There were 107,517,220 shares of Helix’s common stock outstanding on the record date.

If you attend the Annual Meeting, please note that you may be asked to present valid picture identification. Cameras, recording devices and other electronic devices may not be permitted at the meeting other than those operated by Helix or its designees.

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our 2015 Annual Report available to our shareholders electronically via the Internet. On or about March 28, 2016, we intend to mail to our shareholders a Notice of Internet Availability of Proxy Materials (“Notice”). The Notice contains instructions on how to vote online, by telephone or, in the alternative, how to request a paper copy of the proxy materials and a proxy card. By providing the Notice and access to our proxy materials via the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.

We are providing these proxy materials to you in connection with our Annual Meeting, to be held on Thursday, May 12, 2016 at 10:00 a.m. at Helix’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, and all

reconvened meetings after adjournments thereof. As a shareholder of Helix, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

Three matters are currently scheduled to be voted on at the Annual Meeting.

Although we do not expect any other items of business, we will also consider other business that properly comes before the Annual Meeting in accordance with Minnesota law and our By-laws. The Chair of the Annual Meeting may refuse to allow the presentation of a proposal or a nomination for the Board from the floor of the Annual Meeting if the proposal or nomination was not properly submitted.

The Board has set March 14, 2016 as the record date for the Annual Meeting. Owners of Helix common stock whose shares are recorded directly in their name in our stock register (shareholders of record) at the close of business on March 14, 2016 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 14, 2016, hold shares of our common stock in “street name,” that is, through an

account with a broker, bank or other nominee, may direct the holder of record how to vote their shares at the Annual Meeting by following the instructions they will receive from the holder of record for this purpose. You are entitled to one vote for each share of common stock you held on the record date on each of the matters presented at the Annual Meeting.

We are using the “notice and access” process permitted by the SEC to distribute proxy materials to certain shareholders. This process allows us to post proxy materials on a designated website and notify shareholders of the availability of the proxy materials on that website. As such, we are furnishing to most of our shareholders proxy materials, including this proxy statement and our 2015 Annual Report to Shareholders, by providing access to those documents on the Internet instead of mailing paper copies. The Notice, which is being mailed to most of our shareholders, describes how

to access and review all of the proxy materials on the Internet. The Notice also describes how to vote via the Internet. If you would like to receive a paper copy by mail or an electronic copy by e-mail of our proxy materials, you should follow the instructions in the Notice for requesting those materials. Your accessing your proxy material on the Internet and your request to receive future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact on the environment.

If you are a shareholder of record, you may either vote your shares in person at the Annual Meeting or designate another person to vote the shares you own. That other person is called a “proxy,” and you may vote your shares by means of a proxy using one of the following methods of voting:

The instructions for these three methods of voting your shares are set forth on the Notice (which immediately follows the Table of Contents) and also on the proxy card. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted as recommended by our Board. The giving of a proxy does not affect your right to vote in person if you attend the Annual Meeting.

Directions to the Annual Meeting can be obtained at www.Helixesg.com/annualmeeting or by calling 888.345.2347.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Wells Fargo Bank, N.A., Shareowner Services (“Wells Fargo”), you are considered a shareholder of record with respect to those shares and the Notice is being sent directly to you by Wells Fargo. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. To vote your shares at the Annual Meeting you should bring proof of identification. Whether or not you plan to attend the Annual Meeting, we urge you to vote via the Internet, by telephone, or by completing, signing, dating and returning the proxy card.

Beneficial Owner. If however, like most shareholders of Helix, you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares, and the Notice is being forwarded to you by your broker, bank or other nominee as the record holder. If you are a beneficial owner, you may appoint proxies and

vote as provided by that broker, bank or other nominee. The availability of telephone or Internet voting will depend upon the voting process of your broker, bank or other nominee. You should follow the voting directions provided by your broker, bank or other nominee. If you provide specific voting instructions in accordance with the directions provided by your broker, bank or other nominee, your shares will be voted by that party as you have directed. The organization that holds your shares, however, is considered to be the shareholder of record for purposes of voting at the Annual Meeting.

Accordingly, you may vote shares held in “street name” at the Annual Meeting only if you (a) obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares and (b) provide an account statement or letter from the record holder showing that you were the beneficial owner of the shares on the record date. If your shares are not registered in your name and you plan to attend the Annual

Meeting and vote your shares in person, you should contact your broker, bank or other nominee in whose

name your shares are registered to obtain a proxy executed in your favor and bring it to the Annual Meeting.

Yes, if you are a shareholder of record, you may change your vote and revoke your proxy by:

If you hold shares in “street name,” you must follow the procedures required by the holder of record – your broker, bank or other nominee – to revoke or change a proxy. You should contact the shareholder of record directly for more information on these procedures.

A majority of Helix’s outstanding common shares as of the record date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the Annual Meeting if a shareholder:

Proxies received but marked as abstentions or withholding authority, if any, and broker non-votes, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

If you are the beneficial owner of shares held in “street name,” then the broker, bank or other nominee, as shareholder of record, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, bank or other nominee, then it will have discretion to vote the shares with respect to “routine” matters, such as the ratification of the selection of an independent registered public accounting firm, but will not be permitted to vote with respect to “non-routine” matters, such as the election of directors and the approval, on a non-binding advisory basis, of the 2015 compensation of our named executive officers.

Accordingly, if you do not instruct your broker, bank or other nominee on how to vote your shares with respect to these non-routine matters, your shares will be broker non-votes with respect to those proposals.

An abstention is a decision by a shareholder to take a neutral position on a proposal being submitted to shareholders at a meeting. Taking a neutral position through an abstention is considered a vote cast on a proposal being submitted at a meeting as described in the response to question 4 above.

On the record date, there were 107,517,220 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting, and held by approximately 14,500 beneficial owners.

These shares are the only securities entitled to vote at the Annual Meeting. Each holder of a share of common stock is entitled to one vote for each share held.

Other than the election of three Class I directors, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the 2016 fiscal year and an advisory, non-binding approval of the 2015 compensation of our named executive officers, we are not aware of any other business to be acted upon at the Annual Meeting.

If you grant a proxy, other than the proxy held by the shareholder of record if you are the beneficial owner and hold your shares in “street name,” the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Minnesota law and our By-laws.

Shareholders of Record. If you are the shareholder of record and you return a signed proxy card but do not indicate how you wish to vote, then your shares will be voted in accordance with the recommendations of our Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the Annual Meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares will be voted in accordance with your instructions.

Beneficial Owners. If you are a beneficial owner and hold your shares in “street name” and do not provide your broker, bank or other nominee with voting instructions, your broker, bank or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers, bankers and other

nominees have the discretion to vote on “routine” matters, such as the ratification of the selection of an independent registered public accounting firm, but do not have discretion to vote on “non-routine” matters, such as the election of directors and the approval, on a non-binding advisory basis, of the 2015 compensation of our named executive officers.

Your vote is especially important. If your shares are held by a broker, bank or other nominee, your broker, bank or other nominee cannot vote your shares for the election of directors and the approval, on a non-binding advisory basis, of the 2015 compensation of our named executive officers unless you provide voting instructions. Therefore, please promptly instruct your broker, bank or other nominee regarding how to vote your shares regarding these matters.

Proxy cards, proxies delivered by Internet or telephone, ballots and voting tabulations that identify individual shareholders are mailed or returned directly to Wells Fargo as the independent inspector of election and

handled in a manner that protects your voting privacy. As the independent inspector of election, Wells Fargo will count the votes.

Yes. During the Annual Meeting shareholders may ask questions or make remarks directly related to the matters being voted on. To ensure an orderly meeting, we ask that shareholders direct questions and comments to the Chairman. In order to provide this opportunity to every shareholder who wishes to speak, the Chairman may limit

each shareholder’s remarks to two minutes. In addition, beginning at 9:30 a.m., our employees and officers will be available to provide information about 2015 developments and to answer questions of more general interest regarding Helix.

It means you hold shares registered in more than one account. To ensure that all your shares are voted, please follow the instructions and vote the shares represented by each proxy card. To avoid this situation in the future, we

encourage you to have all accounts registered in the same name and address whenever possible. For shares held directly by you, you can do this by contacting our transfer agent, Wells Fargo, at 800.468.9716.

We will bear all expenses in conjunction with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to beneficial owners. However, we will not bear any costs related to an individual

shareholder’s use of the Internet or telephone to cast their vote. Proxies may be solicited by mail, in person, by telephone or by facsimile by certain of our officers, directors and regular employees, without extra compensation.

Preliminary voting results will be announced at the Annual Meeting and posted on our website under Investor Relations at www.Helixesg.com. The final voting results

will be reported in a Current Report on Form 8-K filed in accordance with SEC rules.

If you have additional questions about this proxy statement or the Annual Meeting, or would like additional copies of this proxy statement or our 2015 Annual Report to Shareholders (including our Annual Report on

Form 10-K), please contact the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, telephone: 281.618.0400.

Shareholders may send communications in care of the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

Please indicate whether your message is for our Board as a whole, or a particular group or committee of directors, or an individual director.

All shareholder proposals must be submitted in writing to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Any shareholder who intends to present a proposal at the 2017 Annual Meeting of Shareholders must deliver the proposal to us so that it is received no later than November 28, 2016, to have the proposal included in our proxy materials for that meeting. Shareholder proposals must also meet other requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), to be eligible for inclusion.

In addition, our By-laws permit shareholders to propose business to be considered and to nominate directors for election by the shareholders. To propose business or to nominate a director at the 2017 Annual Meeting of Shareholders, shareholders must deliver a notice to Helix’s Corporate Secretary prior to February 11, 2017, setting forth the name of the nominee and all information required to be disclosed in solicitations of proxies or otherwise required pursuant to Regulation 14A under the Exchange Act together with such person’s written consent to serve as a director if elected.

Three directors are to be elected at the Annual Meeting. The Board has proposed three nominees, Owen Kratz, John V. Lovoi and Jan Rask, to stand for election as Class I directors to the Board to serve a three-year term until the Annual Meeting of Shareholders in 2019 or, if at a later date, until their successors are elected and qualified. Messrs. Kratz, Lovoi and Rask are currently serving as Class I directors.

The nominees have agreed to be named in this proxy statement and have indicated a willingness to continue to serve if elected. The Corporate Governance and Nominating Committee of the Board has determined that each of the nominees qualifies for election under its criteria for the evaluation of directors and has nominated the candidates for election. If a nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated on the proxy card. The Board has no reason to believe that any of the nominees will become unable to serve. The Board has affirmatively determined that Messrs. Lovoi and Rask qualify as “independent” as that term is defined under NYSE Rule 303A and applicable rules promulgated by the SEC.

Unless otherwise instructed, the persons named as proxies will vote all proxies received FOR the election of each person named as nominee below as a Class I director for a term of three years, until the Annual Meeting of Shareholders in 2019 or, if at a later date, until his respective successor is elected and qualified. There is no cumulative voting in the election of directors and the Class I directors will be elected by a plurality of the votes cast at the Annual Meeting.

In the section below, we provide the name and biographical information about each of the Class I director nominees and each other member of the Board. Age and other information in the director’s biographical information are as of March 14, 2016. Information about the number of shares of our common stock beneficially owned by each director as of March 14, 2016 appears below under the heading “Share Ownership Information – Management Shareholdings” on page 50.

There are no family relationships among any of our directors, nominees for director or executive officers.

Board of Directors Recommendation

The Board recommends that you vote “FOR” the nominees to the Board of Directors set forth in this Proposal 1.

Vote Required

Election of each director requires the affirmative vote of a plurality of the shares of common stock present or represented and entitled to vote at the Annual Meeting. This means the three nominees receiving the greatest number of votes cast by the holders of our common stock entitled to vote on the matter will be elected as directors.

Under the Corporate Governance Guidelines for the Board, any of the nominees for director who receives a greater number of “withhold authority” than votes “for” his or her election is required to promptly tender his or her resignation. That resignation is to be considered by the Corporate Governance and Nominating Committee, which is to make its recommendation to the full Board. The Board is to act upon the committee’s recommendation within 90 days of the shareholder vote, and the Board’s decision (and if the Board should decline to accept the resignation, the reasons therefor) will be disclosed in a Current Report on Form 8-K.

Our Board currently consists of eight members and, in accordance with our By-laws, is divided into three classes of similar size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The Class I, II

and III directors are currently serving until the later of the Annual Meeting in 2016, 2018 and 2017, respectively, and their respective successors being elected and qualified. There are currently three directors each in Class I and Class II and two directors in Class III.

The Board has established guidelines that it follows in matters of corporate governance. A complete copy of the Corporate Governance Guidelines is available on our website, which is located at www.Helixesg.com, under Investor Relations, by clicking Governance. According to the guidelines, the Board is vested with all powers necessary for the management and administration of

Helix’s business operations. Although not responsible for our day-to-day operations, the Board has the responsibility to oversee management, provide strategic direction, provide counsel to management regarding the business of Helix, and to be informed, investigate and act as necessary to promote our business objectives.

The Board has affirmatively determined that Messrs. Lovoi, Porter, Rask, Transier and Watt, and Ms. Quinn qualify as “independent” as that term is defined under NYSE Rule 303A and applicable rules under the Exchange Act. In making this determination, the Board has concluded that none of these directors has a relationship with Helix that, in the opinion of the Board, is material and would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The current non-independent management directors are Mr. Kratz, our President and Chief Executive Officer, and Mr. Tripodo, our Executive Vice President and Chief Financial Officer. Accordingly, a majority of the members of our Board are independent, as required by NYSE Rule 303A. This independence determination is analyzed annually to

promote arms-length oversight. In making the determination regarding independence the Board reviewed the NYSE Rule 303A criteria for independence in advance of the first meeting of the Board in 2016. In connection with its determination, the Board gathered information with respect to each Board member individually regarding potential transactions and relationships between Helix and its directors, including the existence of certain ongoing transactions entered into between Helix and other entities of which our directors serve as officers or directors. Each director also completed a questionnaire, which included questions about his or her relationship with Helix. None of these transactions were deemed to affect the independence of the applicable director, nor did they exceed the thresholds established by NYSE rules.

The Board is responsible for selecting candidates for Board membership and for establishing the criteria to be used in identifying potential candidates. The Board delegates the screening and nomination process to the Corporate Governance and Nominating Committee.

For more information on the director nomination process, including the current selection criteria, see “Corporate Governance and Nominating Committee” starting on page 16.

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We believe our Board should be composed of individuals with sophistication and experience in the substantive areas that impact our business. We believe experience, qualifications, or skills in one or more of the

following areas to be most important: offshore oilfield services, oil and gas exploration and production, international operations, accounting and finance, strategic planning, investor relations, legal/regulatory matters, leadership and administration of complex organizations, corporate governance and other areas related to the operation of a major international corporation (whether

social, cultural, industrial or operational). We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service,

and have the described noteworthy attributes in their biographies under “Election of Directors” on pages 8-10.

The Board periodically reviews its leadership structure, and continues to be of the view that the individual with the most extensive knowledge of Helix and the industry, and who is ultimately responsible for Helix’s day-to-day operations and executing our financial objectives, our CEO, is best positioned to serve as chairman of the Board, taking a key role in setting agendas for the Board in terms of the most significant business issues and risks that affect Helix from time to time. However, after thoughtful consideration, the Board is of the belief that together with our CEO serving as chairman, the election of a lead independent director would promote the appropriate amount of independent judgment and risk oversight by the Board. We believe that this structure, combined with strong committee chairs and our other governance practices, provides a healthy balance of strong leadership and active participation by our independent board members, and facilitates communications between the Board, its committees, and management.

On March 9, 2016, our Board adopted its Lead Director Charter, whereby in circumstances in which the chairman of the Board is not independent, the independent directors shall, after considering the recommendation of the Corporate Governance and Nominating Committee, annually elect from among their number a Lead Independent Director. The Lead Independent Director is elected annually, but is generally expected to serve for more than one year. Mr. Transier was elected on March 9, 2016 to serve as Lead Independent Director.

The Lead Independent Director is charged with generally coordinating the activities of the other independent board members and performing such other duties and responsibilities as determined from time to time by the independent directors. The specific responsibilities of the Lead Independent Director set forth in the Lead Director Charter are as follows:

Pursuant to the terms of our Corporate Governance Guidelines adopted by the Board, any shareholder wishing to send written communications to any one or more of Helix’s directors may do so by sending them in care of our Corporate Secretary at Helix’s corporate office. All such

communications will be forwarded to the intended recipient(s). All such communications should indicate whether they contain a message for the Board as a whole, or a particular group or committee of directors, or an individual director.

In addition to the Corporate Governance Guidelines, in 2003 we adopted a written Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our executive officers. At that time we also established a Code of Ethics for Chief Executive and Senior Financial Officers, which is applicable to our Chief Executive Officer, Chief Financial Officer, Vice President – Finance and Accounting and Vice President – Internal Audit. We have posted a current copy of both codes on our website, which is located at www.Helixesg.com, under Investor Relations, then by

clicking Governance. In addition, we intend to post on our website all disclosures that are required by law or NYSE listing standards concerning any amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics, the Code of Ethics for Chief Executive and Senior Financial Officers and the Corporate Governance Guidelines are available free of charge in print upon request sent to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

The members of our Board hold a regular meeting immediately preceding and/or immediately after each year’s Annual Meeting of Shareholders. Therefore, members of our Board generally attend Helix’s Annual Meetings of Shareholders.

The Board encourages its members to attend the Annual Meeting, but does not have a written policy regarding attendance at the meeting. All members of the Board attended the 2015 Annual Meeting of Shareholders.

The Board encourages all members to attend director education programs if they believe attendance will enable them to perform better and to recognize and

effectively deal with issues as they arise. In addition, from time to time Helix will present programs regarding topical matters to the Board.

The Board has overall responsibility for risk oversight with a focus on the most significant risks facing Helix. Our management identifies and prioritizes risks associated with our business, which are discussed at Board and/or committee meetings as appropriate. The Board focuses on our general risk management strategy and the most significant risks to Helix, and ensures that appropriate risk mitigation strategies are implemented by our management. The Board is also informed of particular risks in connection with its general oversight and approval of corporate matters.

The Board delegates to the Audit Committee oversight of much of our risk management process. Among its duties, the Audit Committee regularly reviews with management:

The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes. Our management is responsible for the day-to-day management of Helix including the management of risk. Our finance, legal (which includes human resources, contracts and risk management functions) and internal audit departments serve as the primary monitoring and testing function for company policies and procedures, and manage the day-to-day oversight of our risk management strategy. This oversight includes

identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Management regularly reports on these risks to the Board or the relevant committee. Additional review and reporting of risks is conducted as needed or as requested by the Board and/or relevant committee. Our committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material risk.

In addition to reports from the committees, the Board receives presentations throughout the year from various members of management that include discussion of

significant risks as necessary and appropriate, including any risks associated with proposed transactions. At each Board meeting, the chairman and CEO addresses matters of particular importance or concern, including any significant areas of risk that require Board attention, whether commercial, operational, legal, regulatory or other type of risk. Additionally, the Board reviews our short-term and long-term strategies, including consideration of significant risks facing Helix and the impact of such risks.

We believe that our risk management procedures and responsibilities are an effective approach for addressing the risks facing Helix and that our Board structure supports this approach.

The Board currently has, and appoints members to, three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Each committee acts under the terms of a written charter, copies of which are available at our website, which is located at www.Helixesg.com, under Investor Relations, then by clicking Governance. A copy of each charter is available free of charge upon request to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

The following table summarizes the membership of the Board and each of its committees as well as the number of times each met during the year ended December 31, 2015. Members were elected to the Board based upon the recommendation of the Corporate Governance and Nominating Committee followed by a vote of the full Board. Each member of each of these committees is independent as defined by the applicable NYSE and SEC rules.

During the year ended December 31, 2015, the Board held a total of seven meetings. Each director attended 75% or more of the total meetings of the Board held

during the time such director was a member, and each director attended 75% or more of the total meetings of the committees on which such director served.

Non-management directors meet in regularly scheduled executive sessions following Board and committee meetings without any members of management being present and at which only those directors who meet the independence standards of the NYSE are present, provided however, that committees do periodically meet with individual members of management by invitation, including the CEO, during executive session. Prior to the adoption of the Lead Director Charter, Mr. Porter presided

as the chair of each executive session of the Board unless the particular topic of the applicable executive session dictated that another independent director serve as the chair of the meeting, typically the chairman of the committee responsible for the particular topic. In the case of an executive session of the independent directors held in connection with a meeting of a committee of the Board, the chairman of the applicable committee presides as chair.

The Audit Committee is composed of four non-employee independent directors, Mr. Transier, Chairman, Mr. Lovoi, Mr. Porter and Ms. Quinn, each of whom meets the independence and financial literacy requirements as defined in the applicable NYSE and SEC rules. The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility to our shareholders, potential shareholders, the investment community and others relating to: (i) the integrity of our financial statements, (ii) the effectiveness of our internal control over financial reporting, (iii) our compliance with legal and regulatory requirements, (iv) the performance of our internal audit function and independent registered public accounting firm and (v) the independent registered public accounting firm’s qualifications and independence. Among its duties, all of which are more specifically described in the Audit Committee charter, which was most recently amended in December of 2015, the Audit Committee:

The Board has affirmatively determined that all members of the Audit Committee (i) are considered “independent” as defined under NYSE Rule 303A and (ii) meet the

criteria for independence set forth in Exchange Act Rule 10A-3(b)(1).

The Board has determined that each of the members of the Audit Committee is financially literate and that Mr. Transier and Ms. Quinn are “audit committee financial experts,” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-

Oxley Act of 2002, and have financial management expertise as required by the NYSE listing rules.

For more information regarding the Audit Committee, please refer to the “Report of the Audit Committee” on page 22.

The Compensation Committee is composed of four non-employee independent directors: Mr. Lovoi, Chairman, and Messrs. Rask, Transier and Watt. The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of our executive officers. The Compensation Committee has the responsibilities described in the Compensation Committee charter including the overall responsibility for reviewing, evaluating and approving Helix’s executive officer compensation agreements (to the extent such agreements are considered necessary or appropriate by the Compensation Committee), plans, policies and programs. The Compensation Committee is also responsible for reviewing and recommending to the Board whether the “Compensation Discussion and Analysis” should be included in our proxy statement and for performing such other functions as the Board may assign to the Compensation Committee from time to time, including the responsibility to:

The Corporate Governance and Nominating Committee is composed of four non-employee independent directors: Mr. Porter, Chairman, Ms. Quinn, Mr. Rask and Mr. Watt. The Corporate Governance and Nominating Committee is appointed by the Board to take a leadership role in shaping the corporate governance and business standards of our Board and Helix. The Corporate Governance and Nominating Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board, oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently, and identifies best practices and recommends corporate governance principles, including giving proper attention and effective responses to shareholder concerns regarding corporate governance. The Corporate Governance and Nominating Committee has the responsibilities specifically described in the Corporate Governance and Nominating Committee charter and the

Corporate Governance Guidelines, including the responsibility to:

The policy of the Corporate Governance and Nominating Committee is to consider properly submitted recommendations of director nominees by shareholders as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating these nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability and to address the membership criteria set forth below under “Director Qualifications and Diversity.” Any shareholder recommendations for director nominees for consideration by the Corporate Governance and Nominating Committee should include the nominee’s name and qualifications for Board membership and should be addressed to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. In addition, our By-laws permit shareholders to nominate directors for

consideration at an annual shareholder meeting. However, in order to be considered at this year’s Annual Meeting, nominations were required to be received by us prior to the date of this proxy statement.

Neither the Corporate Secretary nor the Corporate Governance and Nominating Committee received any recommendations for director nominees from any shareholder or group of shareholders during 2015 or to date in 2016. As such, Messrs. Kratz, Lovoi and Rask are the only directors standing for election at the Annual Meeting.

Shareholders may nominate persons for election to the Board to be considered at next year’s Annual Meeting of Shareholders in accordance with the procedure on page 52.

The Corporate Governance and Nominating Committee has established certain criteria with respect to the desired skills and experience for prospective Board members, including those candidates recommended by the committee and those properly nominated by shareholders. The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using criteria and priorities established from time to time. Desired personal qualifications for director nominees include industry knowledge, intelligence, insight, practical wisdom based on experience, the highest professional and personal ethics and values, integrity, strength of character and commitment. Nominees should also have broad experience at the policy-making level in business and possess a familiarity with complex business organizations and one or more of our business lines or those of our customers. Nominees should have the independence necessary to make an unbiased evaluation of management performance and effectively carry out their oversight responsibilities and be committed to enhancing shareholder value. Nominees should have sufficient time

to carry out their duties. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties to Helix and our shareholders. Each director must represent the interests of all shareholders.

Although the Corporate Governance and Nominating Committee does not have a formal policy regarding Board diversity, it does view diversity expansively and has determined that it is desirable for the Board to have a variety of different viewpoints, professional experiences, educational backgrounds and skills, and considers these types of diversity and background considerations in its selection process. The composition, skills and needs of the Board change over time and will be considered in determining desirable candidates for any specific opening on the Board. The Corporate Governance and Nominating Committee in considering a potential nominee will conduct its search for the best candidate for the Board seat on a non-discriminatory basis.

The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the

Board are expected, due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate

Governance and Nominating Committee through current Board members, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Corporate Governance and Nominating Committee, and may be considered at any point during the year.

As described above, the Corporate Governance and Nominating Committee considers properly submitted recommendations of director nominees by shareholders. Following verification of the shareholder status of persons proposing director nominees, recommendations are considered by the Corporate Governance and Nominating Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to the issuance

of the proxy statement for our Annual Meeting of Shareholders. If any materials are provided by a shareholder in connection with the shareholder’s recommendation of a director nominee, those materials are forwarded to the Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee may also review materials provided by current Board members, professional search firms or other parties in connection with a nominee who was not proposed pursuant to a shareholder recommendation. In evaluating those nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

No member of the Compensation Committee was, during 2015, an officer or employee of Helix or any of our subsidiaries, or was formerly an officer of Helix or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act.

During 2015, no executive officer of Helix served as (1) a member of the compensation committee (or other board

committee performing equivalent functions) of another entity, one or more of whose executive officers served on the Compensation Committee of our Board, (2) a director of another entity, one or more of whose executive officers served on the Compensation Committee of our Board or (3) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served as a member of our Board.

Our non-employee director compensation structure has three components: (1) director retainer and fees (meetings and unanimous consents), (2) equity-based compensation currently in the form of restricted stock awards and (3) reimbursement of reasonable expenses related to attending Board and committee meetings. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our peer group. In 2015, the directors (other than Messrs. Kratz and Tripodo who are Helix employees) received an annual director’s fee of $55,000, and $1,500 for each Board meeting attended and for each consent executed after reviewing the topic of the consent. For committees on which a non-employee director serves, the director received a fee of $1,500 for each committee meeting attended. In addition, the chairman of the committees received an annual committee chairman retainer fee: $15,000 for the Chairman of the Audit Committee, $10,000 for the Chairman of the Compensation Committee and $5,000 for the Chairman of the Corporate Governance and Nominating Committee. The Lead Independent Director also receives an annual retainer fee of $25,000. We also paid the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board and any Board committee.

Since January 1, 2005, non-employee directors have had the option of taking Board and committee fees (but not expenses) in the form of restricted stock, pursuant to the terms of our 2005 Plan for grants after May 10, 2005, and our 1995 Long Term Incentive Plan, as amended (the “1995 Plan”) for grants on or before May 10, 2005. An election to take fees in the form of cash or stock is made

by a director prior to the beginning of the subject fiscal year. Directors taking fees in the form of restricted stock receive an award for service during a quarter on or about the first business day of the next quarter in an amount equal to 125% of the cash equivalent of his or her fees, with the number of shares determined by the stock price on the last trading day of the fiscal quarter for which the fees were earned. These awards fully vest two years after the first day of the year in which the grant is made. Messrs. Lovoi, Rask and Transier elected to take Board and committee fees paid in 2015 in the form of restricted stock. Messrs. Lovoi and Rask have also elected to take Board and committee fees in the form of restricted stock for 2016.

Upon joining the Board and on the date of each December Board meeting thereafter, a director receives a grant of restricted stock. These grants are made pursuant to the terms of the 2005 Plan and for years prior to 2012 vested ratably over five years, and vest ratably over three years for grants in 2012 and thereafter. For 2015 the annual grant had a value of $175,000, which represents a reduction from prior years’ grants of $200,000 in value to reflect the smaller relative size of Helix in terms of revenue and market cap. All grants are subject to immediate vesting on the occurrence of a Change in Control (as defined in the 2005 Plan). The grant of stock options is not currently an element of director compensation.

Our CEO and our Chief Financial Officer do not receive any cash or equity compensation for their service on the Board in addition to the compensation payable for their service as employees of Helix.

In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all related-party transactions. The Audit Committee has adopted a written Statement of Policy with respect to Related Party Transactions. It is our written policy to approve and enter into transactions only when the Board, acting through the Audit Committee, determines that a transaction with a related party is in, or not inconsistent with, the best interests of Helix and our shareholders. The Audit Committee will consider all relevant facts and circumstances available to the Audit Committee to determine whether the related-party transaction is in, or not inconsistent with, our best interests, including the benefits to us, the impact on a director’s independence, the availability of other sources for the product or services, the terms of the transaction and the terms available from unrelated third parties. The policy covers any transaction, arrangement or relationship in which we are a participant and in which a related party

has a direct or indirect interest, other than transactions available to all employees generally or transactions involving less than $5,000. A “related party” includes any person that served as a senior officer or director in the last fiscal year, a person that beneficially owns more than 5% of our outstanding voting securities, and a person that is an immediate family member of either of the foregoing or an entity that is controlled by any of the foregoing.

During 2015 Helix was not a party to any transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any of our directors or executive officers, any holder of more than 5% of our common stock, or any member of the immediate family of any of these persons, had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive Compensation” below.

The Audit Committee has adopted procedures for pre-approving all audit, review and attest engagements, and permissible non-audit services to be performed by the independent registered public accounting firm. These procedures include reviewing a budget for audit and permissible non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of audit and permissible non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. During the year, circumstances may arise such that it becomes necessary to engage the independent registered public accounting firm for services in excess of those contemplated by the budget or for additional services. The Audit Committee charter includes specific pre-approval procedures with respect to tax-related services.

The Audit Committee charter delegates pre-approval authority in certain circumstances to the Chairman of the Audit Committee, provided the Chairman reports any approvals to the Audit Committee at its next meeting. For all types of pre-approval, the Audit Committee considers whether these services are consistent with the SEC rules regarding auditor independence.

The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that these services are within the parameters approved by the Audit Committee. None of the fees in 2015 were for services approved by the Audit Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.

All fiscal year 2015 professional services by Ernst & Young LLP were pre-approved.

Ernst & Young LLP served as our independent registered public accounting firm providing auditing and financial services in 2015 and has acted as such since their engagement in fiscal year 2002. Our Audit Committee has the authority to retain, oversee, evaluate and terminate the independent registered public accounting firm. Pursuant to such authority, the Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, as auditors to examine the financial statements of Helix for the fiscal year ending December 31, 2016, and to perform other appropriate accounting services.

Although our By-laws do not require that shareholders ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, the Board has determined to submit the selection for ratification by the shareholders. If the shareholders do not ratify the appointment of Ernst & Young LLP, the adverse vote will be considered as a direction to the Audit Committee to consider selecting other auditors for the next fiscal year. However, it is contemplated that the appointment for the fiscal year ending December 31, 2016 will be permitted to stand unless the Audit Committee finds reasons for making a change. It is understood that even if the selection of Ernst & Young LLP is ratified, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the Audit Committee feels that such a change would be in the best interests of Helix and our shareholders.

We expect that representatives of Ernst & Young LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years in each of the following categories were:

The Audit Committee considers whether the provision of the foregoing services is compatible with maintaining the registered public accounting firm’s independence and has concluded that the foregoing non-audit services and non-audit-related services did not adversely affect the independence of Ernst & Young LLP.

Board of Directors Recommendation

The Board recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as Helix’s independent registered public accounting firm set forth in this Proposal 2.

Vote Required

The ratification of Ernst & Young LLP requires the affirmative vote of holders of a majority of the shares of common stock present or represented and voting at the Annual Meeting.

This Compensation Discussion and Analysis (“CD&A”) describes our 2015 executive compensation program, how our Compensation Committee made compensation decisions, and the level of compensation for our principal executive officer, principal financial officer and the three other named executive officers who were our most highly compensated executives in 2015, including our former Executive Vice President and Chief Operating Officer who retired in May of 2015. Because in 2015 we did not have any additional executive officers, all of our executive officers were our “named executive officers” for 2015 and were as follows:

Effective May 11, 2015, Mr. Chamblee retired and resigned from Helix. Scotty Sparks was promoted on the same date to the position of Executive Vice President – Operations and, in February of 2016, to Executive Vice President and Chief Operating Officer.

Our CD&A is divided into the following sections:

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We provide services primarily in deepwater in the U.S. Gulf of Mexico, North Sea, Asia Pacific and West Africa regions, and are expanding our operations offshore Brazil.

In sharp contrast to our 2014 financial results, 2015 was a challenging year for our industry, and in particular for service companies such as Helix. The precipitous decline in oil prices to levels not seen since 2003, beginning in 2014 and persisting throughout 2015, led to reduced demand and rates for our services as our customers cut back significantly on spending by reducing or eliminating offshore projects, resulting in increased competition for limited work. Accordingly, our adjusted EBITDA from continuing operations was $173 million in 2015 compared to $378 million in 2014 and was approximately 46% of

2014 levels. Likewise, our stock price suffered during 2015 in that at the end of 2015 it was 76% less than it was at the end of 2014.

Because of the cyclicality of our industry and fluctuating demand for our services, our overall focus is on the longer term. However, the paid compensation of our executive officers to a significant degree reflects year over year financial performance and return to our shareholders. To illustrate this, the charts below reflect the realized compensation of our Chief Executive Officer compared to our adjusted EBITDA for 2013, 2014 and 2015. The realized compensation levels shown reflect base salary paid in each such year, bonuses payable for each such year, and payout of long-term incentive compensation that vested at the end of each such year (i.e., the value of any restricted stock, performance share units (“PSUs”) and cash long-term incentive awards that vested immediately after the year in question).

The philosophy behind our compensation programs is to compensate our executive officers commensurately with the performance of Helix, and we believe that the 2015 compensation for our executive officers clearly demonstrates that philosophy. First, as we expected 2015 to be a challenging year due to aggressive cost cutting measures by our customers, the Compensation Committee determined to make no increases to the named executive officers’ targeted compensation from 2014 compensation levels, except for Mr. Sparks, who became an executive officer in 2015.

In addition, the overall design of our 2015 programs for our executive officers, basing short-term incentive payouts on EBITDA for the year and long-term incentive payouts on stock performance both as a whole and compared to our peers, further demonstrates this philosophy and serves to increasingly align our executives with our

shareholders, both during times of industry booms and industry stress.

Because 2014 was a year of superior results both in terms of EBITDA and stock performance (notably, Helix was the highest performer in the peer group against which it was measured for the payout of PSUs), the compensation realized by our named executive officers for that year, the great majority of which was dependent on our stock price, reflected that performance.

In contrast, 2015 was a year of lower EBITDA as well as a significant decline in the price of our stock. Therefore, the level of compensation realized by our named executive officers for 2015 reflects the lower level of EBITDA (upon which bonus payouts are based), as well as shareholder return (the value of all of the long-term incentive awards that vested at the end of 2015 was completely reflective of the price of our common stock).

Specifically, for 2015:

In 2015 we sought an advisory vote from our shareholders regarding our executive officer compensation for 2014, and received a 91% favorable “say-on-pay” vote. The Compensation Committee considered the positive results of the advisory vote in completing its annual review of the compensation packages provided to our executive officers, and for

2015 continued the same formulaic bonus program based on EBITDA, as well as a long-term incentive program geared to the performance of our common stock. The Compensation Committee will continue to consider the outcome of our “say-on-pay” votes and our shareholder views when making future compensation decisions for our executive officers.

Helix is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We operate in a very cyclical industry because of volatility in the price of oil and gas and therefore the demand and rates for our services. Our business model and growth strategy require highly qualified, experienced and technically proficient executive officers who can operate effectively in both a positive and negative industry environment. Thus, we rely on our executive officers to develop and execute our business strategy in a way that maximizes value for our shareholders through the fluctuations of this cyclical industry.

Our compensation philosophy reflects the realities of the competitive market in which we operate as well as the characteristics of our business environment. The Compensation Committee and management believe that our compensation programs closely align our executive officers with our shareholders and help us attract, retain and motivate qualified, experienced and technically proficient executive officers through a range of business cycles.

Our compensation programs are designed to principally reward our named executive officers for the achievement of the longer term goal of increasing total shareholder return as well as achieving certain short-term financial objectives, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We believe that both the structure and results of our 2015

compensation program illustrate that the compensation of our named executive officers reflects our financial results and shareholder return in a down cycle for our industry as well as when conditions have been more favorable. Our named executive officers’ total compensation is comprised of a mix of base salary, an annual short-term cash incentive (bonus) opportunity and long-term incentive awards that for 2015 included awards of PSUs and time-vested restricted stock.

Our executive compensation program was designed upon the following principles:

Our compensation programs are balanced and primarily focused on the long term, which is consistent with our strategy and business model. The greatest amount of compensation can be achieved through consistent superior performance over sustained periods of time. In addition, significant amounts of compensation are usually paid out over time, specifically the long-term incentive

awards, which currently vest over a three-year period and some of which (50% of 2015 awards) are cliff-vesting (i.e., vest 100% at the end of the applicable vesting period). This provides incentives to manage Helix for the longer term, while avoiding excessive risk-taking in the short term.

For most years, including 2015, the Compensation Committee compares the total compensation for each position occupied by our executive officers to the compensation paid by companies in our peer group for similar positions, as set forth in our peer companies’ proxy statements for the prior year. The independent compensation consultant provides the Compensation Committee with market data for this purpose; however, the market data is only used as a benchmark. Generally, the Compensation Committee seeks to

ensure that executive compensation falls between the 25th and 75th percentiles of the market data for each individual, but individual positioning varies based on the individual’s role within our organization, his or her experience and his or her contribution to our success.

The Compensation Committee’s independent compensation consultant proposes companies to be included in our peer group. The independent compensation consultant may consult with management

to ensure that the most appropriate companies are included. The Compensation Committee then reviews and approves the peer group for the applicable compensation year, as it deems appropriate.

In August 2014, following a discussion with a report from the independent compensation consultant, the Compensation Committee selected the peer group set

forth below for benchmarking 2015 compensation, which was changed from the peer group used for 2014 and 2013 to better reflect Helix’s current size and operations (i.e., by deleting Dril-Quip, Inc., McDermott International, Inc., and Superior Energy Services, Inc., and adding FMC Technologies, Inc., Diamond Offshore Drilling, Inc., and Forum Energy Technologies, Inc.).

We believe these companies were appropriate for the purpose of compensation benchmarking for 2015 because:

In December of 2015, the Compensation Committee modified the peer group of companies used for purposes of benchmarking 2016 compensation compared to 2015 by deleting Hercules Offshore, Inc. due to its bankruptcy in 2015 and adding McDermott International, Inc.

The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our executive compensation plans and making other compensation decisions. These considerations, however, are secondary to meeting the overall objectives of the executive compensation program. Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on the amount of non-performance-based compensation, as described in Section 162(m) and related regulations, that may be deducted by Helix in any year with respect to the named executive officers’ compensation other than that of the Chief Financial Officer.

Although the Compensation Committee may take into account the potential application of Section 162(m) in its compensation decisions, including the grant of long-term incentive compensation awards, it may approve compensation that exceeds the $1,000,000 limit in order to ensure competitive levels of compensation for our executive officers. As a result, certain compensation paid to the named executive officers may not be deductible by us for tax purposes. The Compensation Committee does not let deductibility drive its compensation decisions.

During fiscal 2015, the primary elements of compensation for our named executive officers included:

The charts below show the breakdown of the elements of 2015 compensation as awarded at the beginning of 2015, including bonus at target level and long-term incentives at grant date value.

We use each element of compensation to satisfy one or more of our stated compensation objectives. The Compensation Committee’s goal is to achieve the

appropriate balance between short-term cash rewards and long-term financial incentives to promote the achievement of both annual and long-term financial goals.

In establishing base salaries for our executive officers, the Compensation Committee considers a number of factors including the executive’s job responsibilities, individual contributions, level of experience, personal compensation history and peer company data. Base salary is generally set for our named executive officers at the regularly scheduled December meeting of our Compensation

Committee in the preceding year. There were no increases to base salaries in 2015 for any of our named executive officers other than for Mr. Sparks, who became an executive officer in May of 2015, at which point his base salary was increased. Set forth below are the base salaries for 2015 and 2014:

Our annual short-term cash incentive (bonus) program consists of a cash bonus opportunity designed to reward our employees, including our executive officers, for the achievement of certain goals in a given year. The bonus target for each executive officer is a percentage of his or her salary, and is generally established at either the December meeting of the Compensation Committee in the prior year or during the Compensation Committee’s first regular meeting of the applicable year. The 2015 program allows the executive officers to receive their target bonuses if certain financial metrics are achieved,

with an opportunity to earn additional bonus amounts, up to a maximum amount, if Helix’s performance exceeds the target levels for the financial metrics, and an opportunity to earn a bonus that is less than target if threshold financial metrics (that are less than target financial metrics) are achieved. The calculation of any bonus payout when performance for a metric falls between levels is made on a linear basis. For 2015, the threshold, target and maximum bonus opportunity for each named executive officer was as follows:

In February of 2015, the Compensation Committee approved the 2015 Short-Term Incentive Program for Helix’s executive officers, including entry level, target and maximum bonuses that can be earned by each executive officer. To simplify and reflect the financial performance drivers for 2015, the Compensation Committee retained only one financial metric: EBITDA targets. Unlike prior years when the financial metrics for any bonus payout included other items such as not exceeding the capital

expenditure budget approved by our Board or achieving a certain return on capital, in light of industry conditions and the importance of utilization of our business assets, it was considered that a sole metric based on EBITDA for the year was the key financial objective for Helix and its shareholders.

Bonuses are typically paid in March of the year following the applicable performance year.

Set forth below are the 2015 EBITDA targets that were approved by the Compensation Committee to evaluate 2015 performance and determine what bonus, if any, is earned by each of our executive officers.

The EBITDA targets were based on a variety of factors

including the overall Helix budget approved by the Board and in light of the prevailing condition of the service market, included a significant “stretch” element with an increase from the Board approved budget required to earn any bonus at the entry level.

The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. We believe that our restricted stock awards and PSU awards (the payout of which are based on our stock price over a three-year performance period compared to that of our peer group), provide proper incentives to avoid excessive risk taking while increasing long-term shareholder value. We also believe that these

awards are an important retention tool with respect to our employees, including our named executive officers. In determining the value of each named executive officer’s long-term incentive award, the Compensation Committee reviews the peer group data provided by the independent compensation consultant, historical awards and the CEO’s recommendation regarding the long-term incentive award for each named executive officer, and makes its determination at its December meeting.

In 2013 and 2014, long-term incentive awards to our named executive officers were comprised of: (1) 25% in a cliff-vesting PSU award, (2) 50% in a cash performance-based award and (3) 25% in a time-vested restricted stock award. At its December of 2014 meeting, the Compensation Committee determined to restructure Helix’s Long-Term Incentive Program for its executive officers to a program consisting of only two forms of long-term incentive awards: (1) 50% in a time-vested restricted stock award and (2) 50% in a cliff-vesting PSU award. This not only served to simplify the program, but also increased the portion of the long-term incentive award (1) that was cliff vesting, and (2) the payout of which is determined by our total shareholder return compared to that of our peers, as opposed to a

year-over-year return with respect to our own stock, which may be influenced by general industry or economic conditions that may exist at various points in time.

The Compensation Committee determined in December of 2014 that the total value of the 2015 long-term incentive award opportunity for Mr. Kratz, Mr. Tripodo, Mr. Chamblee and Ms. Johnson would be the same as the prior year. Set forth below are the long-term incentive awards for each of the named executive officers granted in January of 2015. At the time these awards were granted, Mr. Sparks was not a named executive officer.

Because of the change in our long-term incentive program in 2015 to eliminate the cash performance awards, our 2015 Summary Compensation Table shows the entire 2015 long-term incentive grant (which was

100% equity-based) and the payouts from prior years’ cash incentive awards. There were no payouts for cash incentive awards in January of 2016 due to not meeting the threshold performance requirements for any payout.

In January of 2015, each named executive officer received a PSU award under our 2005 Plan. Each unit represents the contingent right to receive one share of our common stock. These awards are paid with shares of our common stock unless the Compensation Committee determines to make the payment in cash. The PSU award vests entirely after a three-year period with the final number of shares issued based on our total shareholder return relative to that of our peers over the same three-year period. The maximum number of

shares that may be issued is 200% of the number of units awarded and the minimum is 0. The total shareholder return calculation for the PSU award compares Helix’s total shareholder return against the total shareholder return of each company in the 2015 peer group over the three-year vesting period. The total shareholder return formula for the 2015 awards is computed as: the ending price – the beginning price + dividends (if any) paid over the performance period / the

beginning price, with the beginning price being the average closing price of the last 20 trading days of 2014 and the ending price being the average closing price of the last 20 trading days of 2017.

To measure performance, the peer companies are grouped into quintiles on the basis of total shareholder return after the top performer and bottom performer of the peer group are excluded, and Helix is then placed into the appropriate quintile based on its total

shareholder return. The PSUs are paid out depending on the quintile in which our total shareholder return falls as follows:

In January of 2015, each named executive officer received a time-vested restricted stock award under our 2005 Plan. The restricted stock awards vest over a

three-year period in one-third increments on each anniversary of the date of grant.

Our executive officers had prior long-term incentive awards that vested immediately after the end of 2015 based on the performance of our common stock, i.e., cash performance awards and PSU awards. The payout of the cash performance awards is determined at each vesting date by the performance of our common stock price at the end of the vesting period compared to a “base” stock price determined by the Compensation Committee at the time of the award, which base stock price was generally based on the average closing price of our common stock over the last 20 trading days before the date of the grant plus, for awards beginning in 2012, an additional 15% of that average price.

As described above, the payout of the PSUs at vesting is determined by which quintile our shareholder return falls into, with the quintiles based on the shareholder return of our peer group companies over a three year performance period.

With respect to the cash performance awards, a portion of the 2011, 2013 and 2014 grants vested immediately

after the end of 2015. Because the closing price of our stock during the last 20 trading days of 2015 fell below the required percentage of the base stock price for a payout of any of these awards (50% for the 2011 award and 75% for the 2013 and 2014 awards), none of our executive officers received a payout from these awards after the 2015 performance year.

With respect to the cliff vesting of the 2013 PSU awards, at the end of the performance period ending December 31, 2015, Helix’s three-year total shareholder return fell into the second lowest quintile (after removing the top and bottom performer), and therefore only 50% of the PSUs granted in the award was earned by our executive officers. This award was settled in cash based on our stock price on December 31, 2015. Due to the decline in Helix’s stock price during the performance period as well as falling within the second lowest quintile performance level (PSU payout at 50%), the actual value earned by each executive was 13% of the original award value.

Our named executive officers are not entitled to any benefits that are not otherwise available to all of our employees. In this regard it should be noted that we do not provide pension arrangements, post-retirement health coverage or similar benefits for our named executive officers.

We offer a variety of health and welfare and retirement programs to all eligible employees. The executive officers are eligible for the same benefit programs on the same basis as the rest of our employees. Our health and welfare programs include medical, pharmacy, dental, vision, life insurance and accidental death and disability insurance. In addition, we offer a retirement program intended to supplement our employees’

personal savings and social security. Our retirement program consists solely of our Helix Energy Solutions Group, Inc. Employees’ 401(k) Savings Plan. At their meetings in February of 2016, the Compensation Committee and the Board resolved to suspend Helix’s discretionary matching contributions to our employees’ 401(k) accounts for an indefinite period. Prior to that time, Helix matched 75% (which was increased from 50% effective January 1, 2014) of the participating employees’ pre-tax contributions up to 5% of the employees’ compensation subject to contribution limits. All of our named executive officers, except Mr. Sparks, participated in our 401(k) plan and received matching funds in 2015. Our health and insurance plans are the same for all employees.

We believe that the competitive marketplace for executive talent and our desire to retain our executive officers require us to provide our executive officers with certain severance benefits. In addition, we believe that the interests of our shareholders are served by having limited change in control benefits for executive officers who would be integral to the success of, and are most likely to be impacted by, a change in control. Each of our named executive officers with the exception of Mr. Chamblee and Mr. Sparks, who were not executive officers at the time, executed amended and restated employment agreements in November 2008. Mr. Chamblee, who retired in May of 2015, executed an employment agreement in May of 2011 in connection with his promotion to an executive officer position. Mr. Sparks executed an employment agreement in May of 2015 in connection with his promotion to an executive officer position. Neither of the agreements with Mr. Chamblee and Mr. Sparks had “gross-up”, or excise tax protection, provisions. The employment agreements with our named executive officers contain severance

benefits in the event the executive’s employment is terminated by Helix “Without Cause” or the executive terminates employment for “Good Reason”, as those terms are defined in the agreements. The employment agreements generally contain benefits payable to the executive officer if the executive officer terminates his or her employment for “Good Reason” or is terminated without “Cause” within a two-year period following a “Change in Control.” We believe the provision of these benefits to be reasonable and customary within our peer group. For more information regarding the severance and change in control benefits, please refer to “Employment Agreements and Change in Control Provisions.”

In February of 2012, the Compensation Committee adopted a policy that prohibits any future employment agreements with executive officers from containing “single trigger” change in control provisions, or “gross-up”, or excise tax protection, provisions.

We have implemented stock ownership guidelines for our Section 16 officers and non-employee directors. These covered persons have five years from the later of (1) the date of adoption of the guidelines in February of 2011 or (2) the date upon which they become subject to the guidelines to accumulate the equity necessary to comply with the guidelines. The forms of equity ownership that can be used to satisfy the guidelines include shares of our common stock owned directly, shares of our common stock owned indirectly (e.g., by a spouse or a trust) or time-vested restricted stock. The ownership guidelines are as follows:

The value of an individual’s holdings is based on the average of the closing price of a share of our common stock for the previous calendar year. There are penalties for non-compliance; however waivers may be made for certain hardship issues. Currently, each of our directors and Section 16 officers is in compliance with the ownership guidelines.

Helix considers it inappropriate for any director, officer or employee to enter into speculative transactions in our stock. Therefore, we have a policy that prohibits the purchase or sale of puts, calls or options based on our securities, or the short sale of our securities. Directors, officers and other employees may not purchase our securities on margin. The policy prohibits the hedging of our stock and puts discrete limitations around the ability to pledge Helix stock. Although we acknowledge that corporate executives, much of whose net worth as well as compensation consists of company stock, may prefer to pledge stock as collateral for a loan (as opposed to

selling stock to meet cash needs), any significant sale of that collateral into the market may have adverse consequences (at least in the short term) to a company’s stock price. Thus Helix’s policy provides that our directors and officers may only pledge our stock if certain conditions are met, which include both meeting certain quantitative requirements (the pledged stock does not exceed: 25% of the director’s or officer’s total holdings, 2% of Helix’s outstanding securities and 200% of Helix’s average daily trading volume over the three months prior to the transaction), and obtaining Board approval for any specific transaction. The Board may

consider any factors it deems appropriate and relevant, including whether the indebtedness is non-recourse, whether the director or officer has other assets to satisfy the loan, whether the stock pledged was purchased (as opposed to granted as compensation by Helix), and any

mechanisms in the pledge transaction that are in place to avoid undesirable transactions in Helix’s securities.

At this time, there are no outstanding pledges of our stock by our directors or officers.

We believe that our overall executive compensation mix and levels are appropriate and provide a direct link to enhancing shareholder value, achieving our mission and business strategy, and advancing other core principles of

our compensation philosophy and objectives, which include attracting, motivating and retaining the key talent needed to ensure Helix’s long-term success.

The following table provides a summary of the cash and non-cash compensation for the years ended December 31, 2015, 2014 and 2013, for our named executive officers: (1) the Chief Executive Officer and the Chief Financial Officer and (2) other than the Chief Executive Officer and the Chief Financial Officer, each of the three most highly compensated executive officers of Helix during 2015, which includes an executive officer who retired in 2015 and was our only other named executive officer during 2015.

The table may not reflect the actual compensation received by the named executive officers for those periods. For example, amounts recorded in the stock awards column reflect the grant date fair value of the awards at the award date. The actual value of compensation realized by the named executive officer will likely vary from any equity award or cash performance award due to stock price fluctuations and/or forfeitures.