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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o
 Filed by the Registrant   x
Filed by a Party other than the Registrant   o
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oPreliminary Proxy Statement
ooConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))
þxDefinitive Proxy Statement
ooDefinitive Additional Materials
ooSoliciting Material Pursuant to §240.14a-12

Helix Energy Solutions Group, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ
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ooFee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.

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oFee paid previously with preliminary materials.

o oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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SEC 1913 (02-02)Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(HELIX ENERGY SOLUTIONS GROUP, INC. LOGO)
(HELIX LOGO)
HELIX ENERGY SOLUTIONS GROUP, INC.
400 North Sam Houston Parkway East
Houston, Texas 77060
Telephone:(281) 618-0400
April 11, 2008
1, 2009
Dear Shareholder:
     
You are cordially invited to join us for our 20082009 Annual Meeting of Shareholdersshareholders to be held on Tuesday,Wednesday, May 6, 200813, 2009 at 4:30 p.m.10:00 a.m. at the Crowne Plaza Houston North Greenspoint Club, 16925 Northchase,Hotel, 425 North Sam Houston Parkway East, Houston, Texas 77060.Beginning at 4:00 p.m.9:30 a.m., employees and officers will be available to provide information about 20072008 developments.
     
The enclosed materials following this letter include the formal Notice of Annual Meeting of Shareholders the Proxy Statement, a proxy card and the Annual Report.proxy statement. The Proxy Statementproxy statement describes the business to be conducted at the meeting.meeting, including the election of three directors. At the meeting, we will also report on industry matters of current interest to our shareholders and you will have an opportunity to meet with some of our directors and officers.
     This year, we have elected to furnish proxy materials to shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe these rules enable us to provide you with the information you need, while making delivery more efficient, more cost effective and more environmentally friendly. In accordance with these rules, we have sent a Notice of Availability of Proxy Materials to each of our shareholders.
Your Vote is Important.Whether you own a few or many shares of stock, it is important that your shares be represented. Regardless of whether you plan to attend the meeting in person, please completetake a moment now to vote your proxy over the Internet, by telephone, or, if this statement was mailed to you, by completing and signsigning the enclosed proxy card and promptly return it in the envelope provided. The Notice of Annual Meeting of Shareholders on the inside cover of this proxy statement includes instructions on how to vote your shares.
     
The officers and directors of Helix appreciate and encourage shareholder participation. We look forward to seeing you at the annual meeting.
Sincerely,
(Owen H. Kratz Sig)
-s- Owen Kratz
Owen Kratz

President and Chief Executive Officer

VOTING METHOD
If you are a holder of record of common stock, you may vote your shares by mail. You may also revoke your proxy any time before the annual meeting by following the instructions in this proxy statement. Due to the small number of our record shareholders (non “street-name” holders), we have elected to forego the high cost of internet and telephone voting. To vote by mail:
• Mark your selections on the proxy card.
• Date and sign your name exactly as it appears on your proxy card.
• Mail the proxy card in the enclosed postage-paid envelope.
If your shares are held in “street name” through a broker, bank or other third party, you will receive instructions from that third party that you must follow in order for your shares to be voted.
YOUR OPINION IS IMPORTANT. THANK YOU FOR VOTING.
INTERNET AVAILABILITY OF ANNUAL MEETING MATERIALS
We are pleased to offer shareholders the ability to review our annual report onForm 10-K for the year ended December 31, 2007 and proxy materials electronically over the internet. You can access this information by visiting the Helix website (www.HelixESG.com), then clickingInvestor Relations,thenSEC Filings,and then the particular filing. These filings also may be viewed through the Securities and Exchange Commission website at www.sec.gov. Our 2007 Annual Report may also be viewed over the internet at the Helix website by clickingInvestor Relations, and then Annual Reports.

HELIX ENERGY SOLUTIONS GROUP, INC.
NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS
DATE:Tuesday,Wednesday, May 6, 200813, 2009
 
TIME:4:30 p.m.10:00 a.m. Central Daylight Time (Houston Time)
 
PLACE:Crowne Plaza Houston North Greenspoint ClubHotel
16925 Northchase425 North Sam Houston Parkway East
Houston, Texas 77060
 
ITEMS OF BUSINESS:1.   To elect twothree Class IIIII directors each to serve a three-year term expiring on the later of the annual meeting of shareholders in 20112012 and a successor being elected and qualified.
 
2.   To transact or take action onconsider any other business that may properly be considered at the annual meeting or any adjournment thereof.
 
RECORD DATE:You may vote at the annual meeting if you were a holder of our common stock of record at the close of business on March 28, 2008.19, 2009.
 
VOTING BY PROXY:You are invitedIn order to attend the annual meeting in person. Whether or notavoid additional soliciting expense to us, please vote your proxy as soon as possible, even if you plan to attend the annual meeting, you maymeeting. Shareholders of record can vote your shares by completing and promptly returningone of the enclosedfollowing methods:
1.  Call 1-800-560-1965 to vote by telephone anytime up to 12:00 noon Central Daylight Time on May 12, 2009; OR
2.   GO TO THE WEBSITE:www.eproxy.com/hlx to vote over the Internet anytime up to 12:00 p.m. Central Daylight Time on May 12, 2009; OR
3.   IF PRINTED PROXY MATERIALS WERE MAILED TO YOU, MARK, SIGN, DATE AND RETURN your proxy card in the envelope provided.enclosed postage-paid envelope. If you are voting by telephone or the Internet, please do not mail your proxy card.
INTERNET AVAILABILITY OF PROXY MATERIALSThe proxy statement and 2008 Annual Report to Shareholders are also available atwww.HelixESG.com/annualmeeting.
By Order of the Board of Directors,
-s- ALISA B. JOHNSON
-s- Alisa B. Johnson
Alisa B. Johnson

Corporate Secretary
April 1, 2009
April 11, 2008
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please complete, date, sign and return the accompanying proxy card promptly so that we can be assured of having a quorum present at the meeting and so that your shares may be voted in accordance with your wishes. An envelope, which requires no postage if mailed in the United States, is enclosed for this purpose.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDERSHAREHOLDER MEETING TO BE HELD ON MAY 6, 200813, 2009
     
The Company’s Proxy Statementproxy statement and 20072008 Annual Report to StockholdersShareholders (including our annual reportAnnual Report onForm 10-K)10-K) for the fiscal year ended December 31, 20072008 are also available at www.HelixESG.com under theInvestor Relationstab by clickingSEC Filings.www.HelixESG.com/annualmeeting.

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(HELIX LOGO)
TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders
General Information About the Annual Meeting and Voting
1
PROPOSAL 1. Election of Directors
5
Information about Nominees for Class III Directors
5
Information about Continuing Directors
6
Board of Directors Recommendation
8
Vote Required
8
Board of Directors
9
Board of Directors Independence
9
Attendance at the Annual Meeting of Shareholders
9
Shareholder Communications with the Board
9
Sources for New Nominees
9
Code of Business Conduct and Ethics
9
Committees of the Board and Meetings
10
Audit Committee
10
Compensation Committee
11
Corporate Governance and Nominating Committee
12
Director Compensation
14
2007 Director Compensation Table
14
Summary of Director Compensation and Procedures
15
Certain Relationships
15
Independent Registered Public Accounting Firm
17
Independent Registered Public Accounting Firm Fee Information
17
Audit Committee Pre-Approval Policies and Procedures
18
Report of the Audit Committee
19
Share Ownership Information
21
Five Percent Owners
21
Management Shareholdings
21
Section 16(a) Beneficial Ownership Reporting Compliance
23
Equity Compensation Plan Information
24
Compensation Committee Interlocks and Insider Participation
24
Compensation Discussion and Analysis
24
Compensation Philosophy and Objectives
24
Design of the Compensation Program
25
Compensation Consultant
29
Compensation Components and Processes
29
Report of the Compensation Committee on Fiscal 2007 Executive Compensation
32
Executive Compensation
33
Summary Compensation Table
33
Grant of Plan-Based Awards
34
Helix Energy’s Outstanding Equity Awards at December 31, 2007
36
Option Exercises and Stock Vested
37
All Other Compensation
37
Employment Agreements and Change of Control Provisions
37
Other Information
41
Expenses of Solicitation
41
Proposals and Director Nominations for 2009 Shareholders Meeting
41
Other
42

(HELIX LOGO)
HELIX ENERGY SOLUTIONS GROUP, INC.

400 North Sam Houston Parkway East

Houston, Texas 77060
Telephone: (281) 618-0400
Telephone:(281) 618-0400
 
PROXY STATEMENT

Annual Meeting of Shareholders
May 13, 2009
May 6, 2008
 
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
          
Why am I receiving these materials?
The accompanying proxy is solicited on behalf of the Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation that is referred to herein as “Helix,” the “Company,” “we,” “us,” “our” or “Helix.“our,” is soliciting your proxy to vote at the 2009 Annual Meeting of Shareholders on May 13, 2009. This proxy statement contains information about the items being voted on at the annual meeting and information about Helix. The proxy materials are being sent to our shareholders on or about April 1, 2009.
QUESTIONS AND ANSWERS
Why am I receiving these materials?
          We are providing these proxy materials to you in connection with our annual meeting of shareholders, to be held on Tuesday,Wednesday, May 6, 200813, 2009 at 4:30 p.m.10:00 a.m. at the Crowne Plaza Houston North Greenspoint Club, 16925 Northchase,Hotel, 425 North Sam Houston Parkway East, Houston, Texas 77060, and all reconvened meetings after adjournments thereof. As a shareholder of the Company, you are invited to attend the annual meeting and are entitled and requested to vote on the proposal described in this proxy statement.
We are mailing our annual report for the year ended December 31, 2007, along with this notice of annual meeting, proxy statement and accompanying proxy card, on or about April 11, 2008.
Who may vote at the annual meeting?
          
The board has set March 28, 200819, 2009 as the record date for the annual meeting. If you were the owner of Helix common stock at the close of business on March 28, 2008,19, 2009, you may vote at the annual meeting. You are entitled to one vote for each share of common stock you held on the record date. You may cast one vote for each share of common stock held by you on the record date on each of the matters presented at the meeting.
How many shares must be present to hold the annual meeting?
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. On the record date, there were 91,680,796 shares of Helix common stock outstanding and entitled to vote at the meeting held by approximately 45,820 beneficial owners. Shares are counted as present at the annual meeting if you:
• are present in person at the annual meeting; or
• have properly submitted a proxy card.
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.
What proposals will be voted on at the annual meeting?
          
The only matter currently scheduled to be voted on at the annual meeting is the election of twothree Class IIIII directors to the Board of Directors of Helix, Energy Solutions Group, Inc., each to serve a three-year term expiring on the later ofat the annual meeting of shareholders in 2011 and2012 or, if at a later date, the date on which a successor beingis elected and qualified.

We also will consider other business that properly comes before the meeting in accordance with Minnesota law and our By-laws. The Chairman 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.
How does the board recommend that I vote?
          Our board unanimously recommends that you vote your shares “FOR” each of the director nominees described in this proxy statement.

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How do I vote my shares?
          We request that you vote your shares as promptly as possible. 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 if you are a shareholder of record:
•Electronically using the Internet,
•By telephone, or
•If this proxy statement was mailed to you, by signing and dating the enclosed proxy card and returning it in the prepaid envelope.
          The instructions for these three methods are set forth on the Notice of Annual Meeting which immediately follows the cover page of this proxy statement 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 the board. The giving of such proxy does not affect your right to vote in person if you attend the meeting.
Am I shareholder of record?
          If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services (Wells Fargo), you are considered a shareholder of record with respect to those shares and the Notice of Availability of Proxy Materials is being sent directly to you by Wells Fargo.
          If, like most shareholders of the Company, you hold your shares in street name through a stockbroker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares, and the Notice of Availability of Proxy Materials is being forwarded to you. If you are a beneficial owner, you may appoint proxies and vote as provided by that bank, broker or nominee. The availability of telephone or internet voting will depend upon the voting process of the broker, bank or other nominee. You should follow the voting directions provided by your broker, bank or nominee. If you provide specific voting instructions in accordance with the directions provided by your broker, bank or nominee, your shares will be voted by such party as you have directed.
May I change my vote?
          Yes, if you are a shareholder of record, you may change your vote and revoke your proxy by:
•sending a written statement to that effect to the Corporate Secretary of Helix,
•submitting a properly signed proxy card with a later date, or
•voting in person at the annual meeting.
          If you hold shares in street name, you must follow the procedures to change your vote required by the holder of record, either 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.
How do I vote my shares in person at the meeting?
          If you are a shareholder of record, to vote your shares at the meeting you should bring proof of identification. You may vote shares held in street name at the meeting only if you obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares and provide an account statement or letter from such nominee 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.
          Even if you plan to attend the meeting, we encourage you to vote by proxy so your vote will be counted if you later decide not to attend the annual meeting.

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What is a quorum?
          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:
•is present in person at the annual meeting; or
•has properly submitted a proxy (either by written proxy card or by voting on the Internet or by telephone).
          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.
How many shares can vote?
          On the record date, there were 98,385,061 shares of Helix common stock outstanding and entitled to vote at the meeting held by approximately 30,537 beneficial owners. These are the only securities entitled to vote. Each holder of a share of common stock is entitled to one vote for each share held.
What happens if additional matters are presented at the annual meeting?
          
Other than the election of twothree Class IIIII directors, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, 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.
How many votes are required to approve each proposal?
          
The election of each director nominee requires the affirmative “FOR” vote of a plurality of the shares present in person or by proxy at the annual meeting and entitled to vote on the election of directors. Assuming that a quorum is present at the annual meeting, the twothree directors receiving the greatest number of votes cast by the holders of common stock entitled to vote on the matter will be elected as directors. As a result, if you “WITHHOLD AUTHORITY” to vote for a nominee, your vote will not be counted in determining the outcome of the election of directors.
          
Any other proposal being voted on requires the affirmative “FOR” vote of a majority of the shares present in person or by proxy at the meeting and entitled to vote on that proposal.
How are votes counted?
          
You may either vote “FOR” or “WITHHOLD AUTHORITY” to vote on each nominee for the Board of Directors. Only “FOR” votes are counted in determining whether a plurality has been cast in favor of a director. If you sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each director nominee and as recommended by the Board of Directors on any other proposal.
          
If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote, but will be counted in determining whether there is a quorum present. In this situation, a “broker non-vote” occurs. Shares that constitute broker non-votes are not considered as entitled to vote on the proposal in question, thus effectively reducing the number of shares needed to approve any proposal introduced at the annual meeting.
          
Under the rules of the New York Stock Exchange, or “NYSE,” in effect at the time this proxy statement was printed, if you hold your shares though a broker, your broker has discretionary authority and thus is permitted to vote your shares on “routine” matters, which includes the election of directors, even if the broker does not receive voting instructions from you.
How does the board recommend that I vote?Is my vote confidential?
          
Our board unanimously recommendsProxy cards, proxies delivered by internet or telephone, ballots and voting tabulations that you vote your shares “FOR” each of the director nominees described in this proxy statement.
How do I vote my shares without attending the meeting?
Whether you hold shares directlyidentify individual shareholders are mailed or in street name, you may direct your vote without attending the annual meeting. You will designate another person to vote the shares you own. That other person is called a proxy and is designated by delivery of a written document called a proxy or proxy card. If you deliver a properly executed written proxy, that proxy will be voted at the annual meeting in accordance with the directions given in the proxy, unless you revoke the proxy before the annual meeting.
If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered a shareholder of record with respect to those shares and the proxy materials and proxy card are being sentreturned directly to you by Wells Fargo. Please carefully consideran independent inspector of election and handled in a manner that protects your voting privacy. The independent inspector of election will count the information contained in this proxyvotes.


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statement, and whether or not you plan to attend the meeting, complete, date, sign and return the accompanying proxy card promptly so that we can be assured of having a quorum present at the meeting, and so that your shares may be voted in accordance with your wishes if you later decide not to attend the annual meeting. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should sign your name and indicate such title or capacity on the proxy card.
If, like most shareholders of the Company, you hold your shares in street name through a stockbroker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares, and the proxy materials are being forwarded to you together with a voting instruction card. Please carefully consider the information contained in this proxy statement, and then complete, date, sign and return the accompanying voting instruction card promptly so that we can be assured of having a quorum present at the meeting and so that your shares may be voted in accordance with your wishes. You may complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by telephone or the internet. The availability of telephone or internet voting will depend upon the voting process of the broker, bank or other nominee. You should follow the voting directions provided by your broker, bank or nominee. If you provide specific voting instructions in accordance with the directions provided by your broker, bank or nominee, your shares will be voted by such party as you have directed.
If you are a shareholder of record, you may vote by mail by signing and dating your proxy card and mailing it in the envelope provided.
How do I vote my shares in person at the meeting?
If you are a shareholder of record, to vote your shares at the meeting you should bring the enclosed proxy card (or use the ballot provided at the annual meeting) and proof of identification. You may vote shares held in street name at the meeting only if you obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares and provide an account statement or letter from such nominee showing that you were the beneficial owner of the shares on the record date.
Even if you plan to attend the meeting, we encourage you to vote by proxy card so your vote will be counted if you later decide not to attend the annual meeting.
How do I get to the annual meeting of shareholders?
          
A map is provided on the back of this proxy statement for your convenience.
convenience or at www.HelixESG.com underInvestor Relationstab and by clickingAnnual Meeting.
May shareholders ask questions at the annual meeting?
          
Yes. During the annual meeting shareholders may ask questions or make remarks directly related to the matters being voted on. In order 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 4:00 p.m.9:30 a.m., our employees and officers will be available to provide information about 20072008 developments and to answer questions of more general interest.
What does it mean if I receive more than one proxy card?
          
It means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card.
May I change my vote?
Yes, if you are a shareholder of record, you may change your vote and revoke your proxy by:
• sending a written statement to that effect to the Corporate Secretary of Helix;
• submitting a properly signed proxy card with a later date; or
• voting in person at the annual meeting.


3

If you hold shares in street name, you must follow the procedures requiredinstructions and vote the shares represented by the holder of record, either 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.
each such card.
Who will count the votes?
          
We have hired a third party, Wells Fargo, Shareowner Services, to judge the voting, be responsible for determining whether or not a quorum is present, and tabulate votes cast by proxy or in person at the annual meeting.
Who will bear the cost for soliciting votes for the meeting?
          
We will bear all expenses in conjunction with the solicitation of the enclosed proxy,proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to beneficial owners; provided, however that we will not bear any costs related to an individual shareholder’s use of the internetInternet or telephone to cast their vote. Proxies may be solicited by mail, in person, or by telephone or by facsimile by certain of our officers, directors and regular employees, without extra compensation.
How do I find out the results of the annual meeting?
          
Preliminary voting results will be announced at the annual meeting. The final voting results will be published in our second quarter 20082009 quarterly report onForm 10-Q and will be available onwww.HelixESG.com or in an earlier filedForm 8-K.
Where can I obtain the annual report and other information?
We are pleased to offer shareholders the ability to review our Annual Report onForm 10-K for the year ended December 31, 2007 and proxy materials electronically over the internet at the Helix website (www.HelixESG.com) by clickingInvestor Relations,thenSEC Filings,and then the particular filing. These filings may also be viewed through the Securities and Exchange Commission website at www.sec.gov. Our 2007 Annual Report may also be viewed over the internet at the Helix website by clickingInvestor Relations,and thenAnnual Reports.
Whom should I call with other questions?
          
If you have additional questions about this proxy statement or the meeting, or would like additional copies of this document or our 20072008 Annual Report to Shareholders (including our Annual Report onForm 10-K), please contact: Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston Texas, 77060, Attention: Corporate Secretary, telephone:(281) 618-0400.
How may I communicate with the Company’s Board of Directors?
          
Shareholders may send communications in care of the Corporate Secretary, Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060. Please indicate whether your message is for the Board of Directors as a whole, or a particular group or committee of directors, or an individual director.
When are the shareholder proposals for the 2010 Annual Meeting of Shareholders due?
          All shareholder proposals must be submittedin writingto General Counsel and Secretary, Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston. Texas 77060. Any shareholder who intends to present a proposal at the 2010 Annual Meeting of Shareholders must deliver the proposal to us so that it is received no later than December 2, 2009, 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 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, the shareholder must deliver a notice to the Corporate Secretary prior to February 12, 2010 setting forth the name of the nominee and all information


4

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.
PROPOSAL 1: ELECTION OF DIRECTORS
          
In accordance with our By-laws, the Board of Directors currently consists of eight members and 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 2010, 2009 and 2008,2011, respectively, and their respective successor being elected and qualified. There are currently three directors in Class I and Class II and two directors in Class III.
          
TwoThree directors are to be elected at the 2008 Annual Meeting. Gordon F. Ahalt2009 annual meeting. T. William Porter, William L. Transier and Anthony TripodoJames A. Watt are the Class IIIII directors whose terms expire at this annual meeting and who have been nominated for re-election to the board to serve until the later of the 20112012 annual meeting andor, if at a later date, until their successors are elected and qualified. Each of the nominees listed below is currently serving as a director.
          
Unless otherwise instructed, the persons named as proxies will vote all proxies receivedFORthe election of the persons named as nominees below as Class IIIII directors for a term of three years, until the later of the annual meeting of shareholders to be held in 2011 and2012 or, if at a later date, until their respective successor beingsuccessors are elected and qualified. There is no cumulative voting in the election of directors and the Class IIIII directors will be elected by a plurality of the votes cast at the Annual Meeting.annual meeting.
          
All of 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 nominated each of the candidates for election. If any 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.proxy card. The board has no reason to believe that any of the nominees will become unavailable. The board has affirmatively determined that the nominees qualify as “independent” as that term is defined under NYSE Rule 303A and applicable rules promulgated by the Securities and Exchange Commission.Commission (SEC).
          
In the section below, we provide the names and biographical information about the twothree Class IIIII nominees and each other member of the board. Age and other information in the director’s biographical information are as of March 28, 2008.19, 2009. Information about the number of shares of Common Stock beneficially owned by each director as of March 28, 200827, 2009 appears below under the heading “Share Ownership Information — Management Shareholdings” on pages 21 to 23.20-22.
          
There are no family relationships among any of our directors, nominees for director or executive officers.
Information about Nominees for Class IIIII Directors
Nominees for Class II Directors Three — Year Term Expiring in 2012:

(PHOTO OF T. WILLIAM PORTER)
NOMINEES FOR CLASS III DIRECTORS THREE YEAR TERM EXPIRING IN 2011:
(Gordan E. Ahalt)
Gordon F. AhaltDirector since 1990
Retired Consultantage 80
Mr. Ahalt has served as a director since July 1990. Since 1982, Mr. Ahalt has been the President of GFA, Inc., a petroleum industry management and financial consulting firm. From 1977 to 1980, he was President of the International Energy Bank, London, England. From 1980 to 1982, he served as Senior Vice President and Chief Financial Officer of Ashland Oil Company. Prior thereto, he spent a number of years in executive positions with Chase Manhattan Bank. Mr. Ahalt also serves as a director of Bancroft & Elsworth Convertible Funds and other private investment funds. Mr. Ahalt received a B.S. Degree in Petroleum Engineering in 1951 from the University of Pittsburgh.


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(Anthony Tripodo PHOTO)
Anthony TripodoDirector since 2003
Executive Vice President and Chief Financial Officerage 55
Tesco Corporation
Mr. Tripodo has served as a director since February 2003. Mr. Tripodo is the Executive Vice President and Chief Financial Officer of Tesco Corporation. From 2003 through the end of 2006, he was a Managing Director of Arch Creek Advisors LLC, a Houston based investment banking firm. From 2002 to 2003, Mr. Tripodo was Executive Vice President of Veritas DGC, Inc., an international oilfield service company specializing in geophysical services. Prior to becoming Executive Vice President, he was President of Veritas DGC’s North and South American Group. From 1997 to 2001, he was Executive Vice President, Chief Financial Officer and Treasurer of Veritas. Previously, Mr. Tripodo served 16 years in various executive capacities with Baker Hughes, including serving as Chief Financial Officer of both the Baker Performance Chemicals and Baker Oil Tools divisions. Mr. Tripodo also serves as a director of TXCO Resources Inc., an independent oil and gas enterprise with operations primarily in Texas, onshore Gulf Coast region and Western Oklahoma. He graduated summa cum laude with a bachelor of arts degree from St. Thomas University.
Information about Continuing Directors
CLASS I DIRECTORS TERM EXPIRING IN 2010:
(OWEN KRATZ PHOTO)
Owen KratzDirector since 1990
President and Chief Executive Officerage 53
Helix Energy Solutions Group, Inc.
Mr. Kratz is President and Chief Executive Officer of Helix Energy Solutions Group, Inc. He was appointed Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer. He was appointed Chairman in May 1998, and served as Chief Executive Officer from April 1997 until October 2006. Mr. Kratz served as President from 1993 until February 1999, and has served as a director since 1990. He served as Chief Operating Officer from 1990 through 1997. Mr. Kratz joined Cal Dive International, Inc. (now known as Helix) in 1984 and has held various offshore positions, including saturation diving supervisor, and has had management responsibility for client relations, marketing and estimating. Mr. Kratz is also a director of Cal Dive International, Inc., our majority owned subsidiary. Mr. Kratz has a bachelor of science degree in biology and chemistry from the State University of New York at Stony Brook.
(BERNARD J. DUROC-DANNER PHOTO)
Bernard J. Duroc-DannerDirector since 1999
Chairman of the Board, President and Chief Executive Officerage 54
Weatherford International Ltd.
Mr. Duroc-Danner has served as a director since February 1999. He has been Chairman of the Board, President and Chief Executive Officer of Weatherford International Ltd. since 1998. Weatherford is one of the largest global providers of innovative mechanical solutions, technology and services for the drilling and production sectors of the oil and gas industry. Mr. Duroc-Danner also serves as a director of LMS, a London investment company. Mr. Duroc-Danner holds a Ph.D. in economics from The Wharton School of the University of Pennsylvania.

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(JOHN V. LOVOI PHOTO)
John V. LovoiDirector since 2003
Principalage 47
JVL Partners
Mr. Lovoi has served as a director since February 2003. He is a founder and Managing Partner of JVL Partners, a private oil and gas investment partnership. Mr. Lovoi served as head of Morgan Stanley’s global oil and gas investment banking practice from 2000 to 2002 and was a leading oilfield services and equipment research analyst for Morgan Stanley from 1995 to 2000. Prior to joining Morgan Stanley in 1995, he spent two years as a senior financial executive at Baker Hughes and four years as an energy investment banker with Credit Suisse First Boston. Mr. Lovoi also serves as a director of Evergreen Energy, Inc., a clean energy technology company engaged in providing technology and service solutions to the power generation industry and Dril-Quip, Inc., a provider of offshore drilling and production equipment to the global oil and gas business. Mr. Lovoi graduated from Texas A&M University with a bachelor of science degree in chemical engineering and received an M.B.A. from the University of Texas.
CLASS II DIRECTORS TERM EXPIRING IN 2009:
(T. WILLIAM PORTER, III PHOTO)
T. William Porter Director since 2004
Chairman age 6667
Porter & Hedges, L.L.P.  
 
Mr. Porter has served as a director since March 2004. He is the Chairman and a founding partner of Porter & Hedges, L.L.P., a Houston law firm formed in 1981. Mr. Porter also serves as a director of Copano Energy L.L.C., a midstream energy company with networks of natural gas gathering and intrastate transmission pipelines in the Texas Gulf Coast and Oklahoma mid-continent regions, and U.S. Concrete, Inc., a value-added provider of ready-mixed concrete and related products and services to the construction industry in several major markets in the United States. Mr. Porter graduated with a B.B.A. in finance from Southern Methodist University in 1963 and received his law degree from Duke University in 1966.


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(PHOTO OF WILLIAM L. TRANSIER)
   
(WILLIAM L. TRANSIER PHOTO)
William L. Transier Director since 2000
Chief Executive Officer and President age 5354
Endeavour International Corporation  
 
Mr. Transier has served as a director since October 2000. He is Chief Executive Officer and President, and serves as Chairman of the Board, of Endeavour International Corporation, an international oil and gas exploration and production company. He served as Co-Chief Executive Officer of Endeavour from its formation in February 2004 through September 2006. Mr. Transier served as Executive Vice President and Chief Financial Officer of Ocean Energy, Inc. from March 1999 to April 2003, when Ocean Energy merged with Devon Energy Corporation. From September 1998 to March 1999, Mr. Transier served as Executive Vice President and Chief Financial Officer of Seagull Energy Corporation when Seagull Energy merged with Ocean Energy. From May 1996 to September 1998, he served as Senior Vice President and Chief Financial Officer of Seagull Energy Corporation. Prior thereto, Mr. Transier served in various roles including partner from June 1986 to April 1996 in the audit department of KPMG LLP. Mr. Transier graduated from the University of Texas with a B.B.A. in accounting and has an M.B.A. from Regis University. In addition to serving on our Board of Directors and the Board of Endeavour, he is also a director of Reliant Energy, Inc., a provider of electricity and energy services to retail and wholesale customers in the United States and Cal Dive International, Inc., our majority owned subsidiary. Mr. Transier graduated fromhas indicated his intention not to stand for re-election to the University of Texas with a B.B.A. in accounting and has a M.B.A. from Regis University.Reliant Energy board at its 2009 annual meeting.

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(PHOTO OF JAMES A. WATT)
   
(JAMES A. WATT PHOTO)
James A. Watt Director since 2006
Chief Executive Officer and President age 5859
Dune Energy, Inc.  
 
Mr. Watt has served as a director since July 2006. Mr. Watt has been Chief Executive Officer and President of Dune Energy, Inc., an oil and gas exploration and development company since April 2007. He served as Chairman and Chief Executive Officer of Maverick Oil and Gas, Inc., an independent oil and gas exploration and production company from August 2006 until March 2007. Mr. Watt was the Chief Executive Officer of Remington Oil and Gas Corporation from February of 1998 and the Chairman of Remington from May 2003, until Helix acquired Remington in July 2006. Mr. Watt also served on Remington’s Board of Directors from September 1997 to July 2006. Mr. Watt was Vice President/Exploration of Seagull E & P, Inc., from 1993 to 1997, and Vice President/Exploration and Exploitation of Nerco Oil & Gas, Inc. from 1991 to 1993. Mr. Watt is also a director of Pacific Energy Resources, Ltd., an exploration and development company with offshore and onshore operations primarily in California and Alaska. He graduated from Rensselaer Polytechnic Institute with a bachelorBachelor of scienceScience in physics.


Information about Continuing Directors
Class III Directors Term Expiring in 2011:

(PHOTO OF GORDON F. AHALT)
Gordon F. AhaltDirector since 1990
Retired Consultantage 81
Mr. Ahalt has served as a director since July 1990. Since 1982, Mr. Ahalt has been the President of GFA, Inc., a petroleum industry management and financial consulting firm. From 1977 to 1980, he was President of the International Energy Bank, London, England. From 1980 to 1982, he served as Senior Vice President and Chief Financial Officer of Ashland Oil Company. Prior thereto, he spent a number of years in executive positions with Chase Manhattan Bank. Mr. Ahalt also serves as a director of Bancroft & Elsworth Convertible Funds and other private investment funds. Mr. Ahalt received a B.S. Degree in Petroleum Engineering in 1951 from the University of Pittsburgh.


(PHOTO OF NANCY K. QUINN)
Nancy K. QuinnDirector since 2009
Co-Owner, Principalage 55
Hanover Capital, LLC
Ms. Quinn has served as a director since February 2009. Ms. Quinn is a principal of Hanover Capital LLC, a privately-owned advisory firm that provides financial and strategic services primarily to clients in the energy and natural resources industries. She has served as Executive Director of The Beacon Group, LP. (now a part of JP Morgan Chase) from 1996 to 2000, as Managing Director of PaineWebber Incorporated from 1994 to 1995, and as co-head of the natural resources and energy investment banking section of Kidder, Peabody & Co. from 1982 to 1992. Ms. Quinn currently serves on the board of directors of Endeavour International Corporation, an international oil and gas exploration and production company, and Atmos Energy Corporation, a distributer of natural gas. Ms. Quinn graduated with a Bachelor of Fine Arts degree from Louisiana State University and an M.B.A. from the University of Arkansas.


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Class I Directors Term Expiring in 2010:

(PHOTO OF OWEN KRATZ)
Owen KratzDirector since 1990
President and Chief Executive Officerage 54
Helix Energy Solutions Group, Inc.
Mr. Kratz is our President and Chief Executive Officer. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer of the Company. He was appointed Chairman in May 1998 and served as the Company’s Chief Executive Officer since April 1997 until October 2006. Mr. Kratz served as President from 1993 until February 1999, and has served as a director since 1990. He served as Chief Operating Officer from 1990 through 1997. Mr. Kratz joined Cal Dive International, Inc. (now known as Helix) in 1984 and held various offshore positions, including saturation (SAT) diving supervisor, and had management responsibility for client relations, marketing and estimating. From 1982 to 1983, Mr. Kratz was the owner of an independent marine construction company operating in the Bay of Campeche. Prior to 1982, he was a superintendent for Santa Fe and various international diving companies, and a diver in the North Sea. Mr. Kratz is also a Director of Cal Dive International, Inc. Mr. Kratz has a Bachelor of Science degree from State University of New York.


(PHOTO OF BERNARD J. DUROC-DANNER)
Bernard J. Duroc-DannerDirector since 1999
Chairman of the Board, President and Chief Executive Officerage 55
Weatherford International Ltd.
Mr. Duroc-Danner has served as a director since February 1999. He has been Chairman of the Board, President and Chief Executive Officer of Weatherford International Ltd. since May 1998. Weatherford is one of the largest global providers of innovative mechanical solutions, technology and services for the drilling and production sectors of the oil and gas industry. Mr. Duroc-Danner also serves as a director of LMS, a London investment company. Mr. Duroc-Danner is also a member of the National Petroleum Council and the Society of Petroleum Engineers. Mr. Duroc-Danner holds a Ph.D. in economics from The Wharton School of the University of Pennsylvania.


(PHOTO OF JOHN V. LOVOI)
John V. LovoiDirector since 2003
Principalage 48
JVL Partners
Mr. Lovoi has served as a director since February 2003. He is a founder and Managing Partner of JVL Partners, a private oil and gas investment partnership. Mr. Lovoi served as head of Morgan Stanley’s global oil and gas investment banking practice from 2000 to 2002 and was a leading oilfield services and equipment research analyst for Morgan Stanley from 1995 to 2000. Prior to joining Morgan Stanley in 1995, he spent two years as a senior financial executive at Baker Hughes and four years as an energy investment banker with Credit Suisse First Boston. Mr. Lovoi also serves as a director of Evergreen Energy, Inc., a clean energy technology company providing technology and service solutions to the power generation industry and Dril-Quip, Inc., a provider of offshore drilling and production equipment to the global oil and gas business. Mr. Lovoi graduated from Texas A&M University with a Bachelor of Science degree in chemical engineering and received an M.B.A. from the University of Texas.


Board of Directors Recommendation
          
The board recommends that you vote “FOR” each of 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 twothree directors receiving the greatest number of votes cast by the holders of common stock entitled to vote on the matter will be elected as directors.directors.

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BOARD OF DIRECTORS
Board of Directors Independence
          
The board consists of eight directors. The board has affirmatively determined that the following members of the board qualify as “independent” as that term is defined under NYSE Rule 303A and applicable rules under the Securities Exchange Act of 1934: Messrs. Ahalt, Duroc-Danner, Lovoi, Porter, Tripodo, Transier and Watt.Watt and Ms. Quinn. In making this determination, the board has concluded that none of these members has a relationship which, 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 non-independent management director is Mr. Kratz, our current President and Chief Executive Officer. Accordingly, a majority of the members of the Board of Directors 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 criteria for independence in advance of the first meeting of the board in 2008.2009. The board then gathered information with respect to each board member individually aboutregarding potential transactions and relationships between Helix and anyits directors, including the existence of certain ongoing transactions entered into between the Company and certain entities onof which existing directors serve as officers or directors, including transactions with Weatherford International Ltd., Tesco Corporation and EndeavorEndeavour International Corporation. None of these transactions were deemed to affect the independence of the respectiveapplicable director and they did not exceed the thresholds established by NYSE rules.
Attendance at the Annual Meeting of Shareholders
          
The Company’s Board of Directors holds a regular meeting immediately preceding or immediately after each year’s annual meeting of shareholders. Therefore, members of the Company’s Board of Directors generally attend the Company’s annual meetings of shareholders. The board encourages theits members to attend the annual meeting, but does not have a written policy regarding attendance at such meeting. Messrs. Kratz, Transier, Watt and TripodoAhalt attended the 20072008 annual meeting along with former director Martin Ferron.
and current Chief Financial Officer, Anthony Tripodo.
Shareholder Communications with the Board
          
Pursuant to the terms of our Corporate Governance Guidelines adopted by the board, any shareholder or other interested party wishing to send written communications to any one or more of the Company’s directors may do so by sending them in care of the Corporate Secretary at the Company’s principal executive offices. All such communications will be forwarded to the intended recipient(s). All such communications should indicate whether it contains a message for the Board of Directors as a whole, or a particular group or committee of directors, or an individual director.
Sources for New Nominees
          
Messrs. AhaltPorter, Transier and TripodoWatt are directors standing for re-election. The Company did not utilize any third party search firms to assist in identifying potential director candidates during 20072008 or to date in 2008.2009. Neither the Corporate Secretary nor the Corporate Governance and Nominating Committee received any recommendations for director candidates from any shareholder or group of shareholders during 20072008 or to date in 2008.
2009.
Code of Business Conduct and Ethics
          
In 2003, we adopted a written code of business conduct and ethics that applies to all our directors, officers and employees, including our executive chairman (if any), chief executive officer, chief financial officerChief Executive Officer, Chief Financial Officer and chief accounting officer.Chief Accounting Officer. At that time we also established a code of ethics for Chief Executive Officer and Senior Financial Officers which is applicable to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller, Vice President — Finance and Treasurer, and Vice President — Internal Audit. We have also adopted a set of Corporate Governance Guidelines that applies to the Board of Directors. We have posted a current copy of the codeboth codes and the guidelines on our website, which is located atwww.HelixESG.com, underInvestor Relations,then clickby clickingCorporate Profileand thenCorporate 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 from, any provision of the code. BothAll of the Code of Business Conduct and Ethics, the Code of Ethics for the Chief Executive and the 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., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060.


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COMMITTEES OF THE BOARD AND MEETINGS
          
The board currently has, and appoints members to, three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. 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, 2007.2008. Members were elected to these committees in February 20072008 by a vote of the Board of Directors. Each member of each of these committees is independent as defined by the applicable NYSE and Securities and Exchange CommissionSEC rules. Each committee has a written charter approved by the board.
                 
              Corporate
          ��   Governance
          Name(1) Board Audit Compensation and Nominating
Mr. Kratz Chair  —   —   — 
Mr. Ahalt Member  —  Member Member
Mr. Duroc-Danner Member  —   —   — 
Mr. Lovoi Member Member (1) Chair (1)  — 
Mr. Porter Member Member  —  Chair
Ms. Quinn (2) Member Member  —  Member
Mr. Transier Member Chair (1) Member  — 
Mr. Watt Member  —  Member Member
Number of Meetings in 2007                
Regular  4   6   5   3 
Special  4   1   6   1 
         
        Corporate
        Governance
  Board Audit Compensation and Nominating
 
Mr. Kratz Chair — — —
Mr. Ahalt Member — Member Member
Mr. Duroc-Danner Member — — —
Mr. Lovoi Member — Member —
Mr. Porter Member Member — Chair
Mr. Transier Member Member Chair —
Mr. Tripodo Member Chair — Member
Mr. Watt Member — Member —
Number of Meetings in 2007        
Regular 4 6 3 3
Special 1 4 1 0
 
(1)Mr. Anthony Tripodo resigned from the Board of Directors as well as the Audit Committee and the Corporate Governance and Nominating Committee effective June 25, 2008. Prior to his resignation, Mr. Tripodo attended five meetings of the Board of Directors, two meetings of the Corporate Governance and Nominating Committee and was the Chairman at three meetings of the Audit Committee. After Mr. Tripodo’s resignation, Mr. Lovoi was appointed to the Audit Committee and William L. Transier was appointed to serve as the Chairman of the Audit Committee. In addition, Mr. Lovoi was appointed as Chairman of the Compensation Committee, a position previously held by Mr. Transier. Mr. Watt was appointed to succeed Mr. Tripodo on the Corporate Governance and Nominating Committee.
(2)Ms. Quinn was appointed to serve on the Board of Directors in February 2009, and therefore did not attend any meetings of the Board or any committee in 2008.
During the year ended December 31, 2007,2008, the board held a total of fiveeight meetings. Each director attended 75% or more of the total meetings of the board other than Mr. Duroc-Danner who attended three meetings 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 each board and committee meeting 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 did meet with individual members of management during executive session by invitation. 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 Chair of the committee in charge ofresponsible 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 particular committee will preside as Chair.
Audit Committee
          
The Audit Committee consists of threefour non-employee, independent directors, Messrs. Lovoi, Porter and Transier and Tripodo,Ms. Quinn, each of whom meets the independence and financial literacy requirements as defined in the applicable NYSE and Securities and Exchange CommissionSEC rules. The Audit Committee is appointed by the Board of Directors to assist the board in fulfilling its oversight responsibility to the shareholders, potential shareholders, the investment community and others relating to: (1) the integrity of our financial statements, (2) the compliance by the Company with applicable legal and regulatory requirements, (3) the performance of the Company’s internal audit function and independent registered public accounting firm, and (4) the independent registered public accounting firm’s qualifications and independence. The Audit Committee acts under the terms of a written charter, which was most recently amended and restated in December 2007,2008, a copy of which is available at our website,www.HelixESG.com, underInvestor Relations, then clickby clickingCorporate Profile,and thenCorporate Governance. A copy of the Audit Committee Chartercharter is available free of charge upon request to the Corporate Secretary at

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Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060. Among the duties of the Audit Committee, all of which are more specifically described in the Audit Committee Charter,charter, the Audit Committee:
 • Oversees and appoints our independent registered public accounting firm.
 
 • Reviews the adequacy of our accounting and audit principles and practices, and the adequacy of compliance assurance procedures and internal controls.


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 • Reviews and pre-approves all non-audit services to be performed by the independent registered public accounting firm in order to maintain such accounting firm’s independence.
 
 • Reviews the scope of the annual audit.
 
 • Reviews with management and the independent registered public accounting firm our annual and quarterly financial statements, including disclosures made in management’s discussion and analysis and our earnings press releases.
 
 • Meets independently with management and the independent registered public accounting firm.
 
 • Reviews corporate compliance and disclosure systems.
 
 • Reviews and approves all related-party transactions.
 
 • Makes regular reports to the Board of Directors.
 
 • Reviews and reassesses the adequacy of its charter annually and recommends any proposed changes to the Board of Directors for approval.
 
 • Performs an annual self-evaluation of its own performance.
 
 • Produces an annual report for inclusion in our proxy statement.
Audit Committee Independence
          
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 ActRule 10A-3(b)(1).
Designation of Audit Committee Financial Expert
          
The board has determined that each of the members of the Audit Committee is financially literate and that William L.Mr. Transier and Anthony TripodoMs. Quinn are “audit committee financial experts,” as that term is defined in the rules promulgated by the Securities and Exchange CommissionSEC pursuant to the Sarbanes-Oxley Act of 2002.
          
For more information regarding the Audit Committee, please refer to the “Report of the Audit Committee” beginning on page 19.
17.
Compensation Committee
          
The Compensation Committee is composed of four non-employee, independent directors. The Compensation Committee is appointed by the board to discharge the board’s responsibilities relating to compensation of our executive officers. The Compensation Committee acts under the terms of, and the Board of Directors has adopted, a written charter for the Compensation Committee, a copy of which is available at our website,www.HelixESG.com, underInvestor Relations,then by clickingCorporate Profile,and thenCorporate Governance. The Compensation Committee Chartercharter is also available free of charge upon request to the Corporate Secretary at Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060. The Compensation Committee has the responsibilities described in the Compensation Committee Chartercharter including the overall responsibility for reviewing, evaluating and approving the Company’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:
 • Review compensation philosophy and major compensation and benefits programs for employees.
 
 • Oversee the 2005 Long Term Incentive Plan, the Employee Retirement Savings Plan and the Employee Stock Purchase Plan.


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 • Commission independent consultants and review compensation surveys with respect to executive officer compensation as compared to our industry and our peer group, as discussed in our “Compensation Discussion and Analysis” below.
 
 • Review and approve executive officer compensation, and bonuses, including bonuses and equity incentive compensation.
 
 • Review and reassess the adequacy of its charter annually and recommend any proposed changes to the board for adoption.
 
 • Perform an annual self-evaluation of its performance.

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Corporate Governance and Nominating Committee
          
The goal of the Corporate Governance and Nominating Committee is to take a leadership role in shaping the corporate governance and business standards of our Board of Directors and the Company. The Corporate Governance and Nominating Committee consists of no fewer than three members, all of whom meet the independence requirements of the NYSE. The members of the Corporate Governance and Nominating Committee are appointed by the Board of Directors. The Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee, a copy of which is available at the Company’s website,www.HelixESG.com, underInvestor Relations, then by clickingCorporate Profile, and thenCorporate Governance. The Corporate Governance and Nominating Committee Chartercharter is also available free of charge upon request to the Corporate Secretary at Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060 .77060.
          
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 NominationsNominating Committee Charter,charter, including the responsibilitiesresponsibility to:
 • Identify and evaluate potential qualified director nominees and select or recommend director nominees to the board.
 
 • Monitor, and recommend members for, each of the committees of the board.
 
 • Periodically review and revise our corporate governance principles.
 
 • Review and reassess the adequacy of its charter annually and recommend any proposed changes to the board for approval.
 
 • Perform an annual self-evaluation of its performance and the performance of the board.
 
 • Perform such other duties as may be assigned by the board from time to time.
Process for Director Nominations — Shareholder Nominees
          
The policy of the Corporate Governance and Nominating Committee is to consider properly submitted shareholder nominations for candidates for membership on the board as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating such nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the board and to address the membership criteria set forth below under “Director Qualifications.” Any shareholder nominations proposed 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., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060. 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 such nominations were required to be received by us prior to the date of this proxy statement. Shareholders may nominate persons for election to the Board of Directors to be considered at next year’s annual meeting in accordance with the procedure beginning on page 4146 of this proxy statement.


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Director Qualifications
          
The Corporate Governance and Nominating Committee has established certain criteria that apply to Committee-recommended nominees for a position on our board. Under these criteria, members of the board should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business and possess a familiarity with one or more of our industry segments. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. 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. Each director must represent the interests of all shareholders.
Identifying and Evaluating Nominees for Directors
          
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

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Nominating Committee, and may be considered at any point during the year. As described above, the Corporate Governance and Nominating Committee considers properly submitted shareholder nominations for candidates for the board. Following verification of the shareholder status of persons proposing candidates, recommendations are aggregated and 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 nomination of a director candidate, such materials are forwarded to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the board.
          The Corporate Governance and Nominating Committee recommended that the board elect Nancy K. Quinn to the board in February 2009 to fill the vacant position previously held by Mr. Tripodo. Ms. Quinn came to the attention of the committee through recommendations of current board members.
Directors’ Continuing Education
          
The Corporate Governance and Nominating Committee encourages all members of the board to attend director education programs appropriate to their individual backgrounds in order to stay abreast of developments in corporate governance and “best practices” relevant to their contribution to the board and their specific committee assignments.
          
During 2007,2008, Mr. Transier attended “Making Corporate Boards More Effective” sponsoreda full-day, in-house training on corporate governance for the Board members of Reliant Energy, Inc. conducted by a professor from the Harvard Business School, “Reliant Transactions Best Principles and Practices” presented by Ethics Education, “Ethics Overview” presented by Ethics Education and “Corporate Governance Overview” presented by the National AssociationUniversity of Corporate Directors.Delaware. Mr. Porter attended the Foreign Corrupt Practices seminar sponsored by the National Association of Corporate Directors, and all directors attended “Internal Investigations and Foreign Corrupt Practices Act” presented by a law firm and sponsored by the Company.


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West Coast Board Committee Peer Exchange in San Francisco, California.
DIRECTOR COMPENSATION
20072008 Director Compensation Table
          
The following table provides compensation information for the one year period ended December 31, 20072008 for each member of our Board of Directors.
                 
  Fees Earned or      
  Paid in Cash Stock Awards Option Awards Total
Name (1) ($)(2) ($)(3)(4) ($)(3)(5) ($)
Gordon F. Ahalt $86,000  $122,806  $-0-  $208,806 
 
Bernard J. Duroc-Danner $-0-  $18,508  $148,644  $167,152 
 
John V. Lovoi $-0-  $110,641  $13,445  $124,086 
 
T. William Porter (8) $82,000  $-0-  $172,075  $254,075 
 
Nancy K. Quinn (6) $-0-  $-0-  $-0-  $-0- 
 
William L. Transier $-0-  $169,652  $-0-  $169,652 
 
Anthony Tripodo (7) $-0-  $93,124  $13,445  $106,569 
 
James A. Watt $79,500  $143,308  $-0-  $222,808 
                 
  Fees Earned or
      
  Paid in Cash
 Stock Awards
 Option Awards
 Total
Name(1)
 ($)(2) ($)(3) ($)(3)(4) ($)
 
Gordon F. Ahalt $61,000  $82,845   -0-  $143,845 
Bernard J. Duroc-Danner $35,000  $68,501  $148,720  $252,221 
John V. Lovoi  -0-  $70,005  $107,536  $177,541 
T. William Porter $75,000   -0-  $172,128  $247,128 
William L. Transier $82,000  $186,858   -0-  $268,858 
Anthony Tripodo  -0-  $24,964  $107,536  $132,500 
James A. Watt $50,000  $103,345   -0-  $153,345 
 
(1)Mr. Kratz and Mr. Martin Ferron, our former President and Chief Financial Officer, have been omitted from the table because they did not receive any compensation for serving on our board.board during fiscal year 2008. Mr. Ferron resigned from the board effective as of February 4, 2008.
 
(2)The annual fee for each member of the board and the fee related to the applicable board member’s serving on committees are paid quarterly. Fees earned include fees from special committees established by the board during the

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year. 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. See “Summary of Director Compensation and Procedures” below.
 
(3)Amounts shown in these columns represent the expense recognized in the year ended December 31, 20072008 as calculated in accordance with the provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payments” (“SFAS 123R”) and as a result, may include amounts from awards granted in, or prior to, 2007. 2008.
(4)As of December 31, 2008, unvested restricted stock held by each non-employee director is as follows:
Share of Restricted
          Director(b)Stock Outstanding(a)
Mr. Duroc-Danner3,614
Mr. Ahalt38,810
Mr. Lovoi44,124
Mr. Transier42,690
Mr. Watt40,858
Mr. Porter0
(a)Includes January 2, 2009 grants of restricted stock.
(b)Table does not include Mr. Tripodo, whose outstanding shares of restricted stock are set forth in the tables under Executive Compensation.
The grant date fair value of the restricted stock awarded with respect to the year ended December 31, 20072008 to each director, computed in accordance with SFAS 123R was $199,987is as follows:
            
     Number of Grant Date
Name Date of Grant  Shares Fair Value
Mr. Duroc-Danner April 1, 2008   417  $13,125 
  July 1, 2008   255  $10,625 
  October 1, 2008   489  $11,875 
  January 2, 2009(c)  1,985  $14,375 
Mr. Ahalt December 11, 2008(a)  29,586  $200,000 
Mr. Tripodo January 2, 2008(b)  723  $30,000 
  February 28, 2008(d)  5,537  $183,340 
  April 1, 2008   833  $26,250 
  July 1, 2008   600  $25,000 
Mr. Lovoi January 2, 2008(b)  384  $15,938 
  February 28, 2008   5,537  $183,340 
  April 1, 2008   784  $24,688 
  July 1, 2008   593  $24,688 
  October 1, 2008   1,133  $27,500 
  December 11, 2008(a)  29,586  $200,000 
  January 2, 2009(c)  4,316  $31,250 
Mr. Transier April 1, 2008   1,032  $32,500 
  July 1, 2008   871  $36,250 
  October 1, 2008   1,133  $27,500 
  December 11, 2008(a)  29,586  $200,000 
  January 2, 2009(c)  4,316  $31,250 
Mr. Watt December 11, 2008(a)  29,586  $200,000 
(a)Represents annual grant for Mr. Ahalt, $14,681 for Mr. Duroc-Danner, $82,218 for Mr. Lovoi, $232,486 for Mr. Transier, $108,764 for Mr. Tripodo and $199,987 for Mr. Watt including the grant date fair value of restricted stock issued to Mr. Tripodo and Mr. Lovoi in January 2008 in payment of fourth quarter 2007 fees. Mr. Porter did not receive a grant of restricted stock or other equity based compensation in 2007. No options were granted in 2007 to the members of the board.2009 board service.
 
(4)(b)Represents the payment of Board and Committee fees due for the fourth quarter of 2007.
(c)Represents the payment of Board and Committee fees due for the fourth quarter of 2008.
(d)Shares were forfeited upon resignation from the Board.
(5)As of December 31, 2007,2008, options for 88,000 shares were outstanding to Messrs.Mr. Duroc-Danner awarded on February 25, 2004 which vestvested 20% on each of February 25, 2005, 2006, 2007, 2008 and 2009; options for 88,000 shares were outstanding to Mr. Lovoi awarded on February 17, 2003 which vested 20% on each of February 17, 2004, 2005, 2006,

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2007 and 2008; options for 40,00030,000 shares were outstanding to Mr. Ahalt awarded on January 23, 2001 which vested 20% on each of January 23, 2002, 2003, 2004, 2005 and 2006; options for 52,800 shares were outstanding to Mr. Porter awarded on May 11, 2004, which vest 20% on each of May 11, 2005, 2006, 2007, 2008 and 2009; and options for 51,000 shares were outstanding for Mr. Tripodo awarded on February 17, 2003 which vested 20% on each of February 17, 2004, 2005, 2006, 2007 and 2008. All grants of options to directors were in the initial amount equivalent to 88,000 shares. Neither Mr. Watt nor Mr. Transier had any outstanding options as of December 31, 2007. As of2008.
(6)Ms. Quinn was appointed to the board in February 2009 and therefore did not earn any fees or receive any equity awards in the year ended December 31, 2007, unvested restricted stock were outstanding to Mr. Duroc-Danner equal to 3,308 shares, to Mr. Ahalt equal to 12,311 shares, to 2008.
(7)Mr. Tripodo equal to 1,328 shares, toresigned from the Board of Directors effective June 25, 2008. Mr. Lovoi equal to 3,561 shares, to Mr. Transier equal to 17,408 shares and to Mr. Watt equal to 14,709 shares. Tripodo received additional compensation as an executive officer of Helix. See “Executive Compensation” beginning on page 34 hereof.
(8)Mr. Porter had no unvested sharesdid not receive a grant of restricted stock asor other equity based compensation in 2008.
For information regarding the vesting schedules of December 31, 2007.all restricted stock awards see the footnotes to the table under “Share Ownership Information — Management Shareholdings” on pages 20-22 hereof.
For information regarding the vesting schedules of all restricted stock awards see the footnotes to the table under “Share Ownership Information — Management Shareholdings” on pages 21 to 23 hereof.


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Summary of Director Compensation and Procedures
          
Our non-employee director compensation structure has three components: director fees, expenses and equity-based compensation currently in the form of restricted stock awards. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our peer group. TheIn 2008, the directors (other than Messrs.Mr. Kratz, who is employed by the Company, and Mr. Ferron, who was employed by the Company prior to February 4, 2008) receivereceived an annual director’s fee of $30,000, and $1,000 per board meeting for attending each of four regularly scheduled quarterly meetings and any special board meetings. Furthermore, each of the outside directors receives an annual committee retainer fee of $5,000 for each committee on which such director serves and a fee of $2,000 ($3,000 for the Chair) for each committee meeting attended. We also pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board of Directors and any committee thereof. In December 2008, the Compensation Committee voted to increase the annual retainer fee paid to our Board of Directors to $45,000 and to increase board meeting fees to $2,000 per board meeting attended.
          
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 the 2005 Long Term Incentive Plan, as amended (the “2005 Plan”) for grants after May 10, 2005, or the 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 a quarter on the first business day of the next quarter in an amount equal to 125% of the cash equivalent on the last trading day of the fiscal quarter for which the fees are being determined. The award fully vests two years after the first day of the subject fiscal year. For fiscal year 2007,2008, Messrs. Duroc-Danner, Lovoi, Transier and Tripodo elected to take board and committee fees in the form of restricted stock. During the year ended December 31, 2007, directors2008, director (other than our employees)employee directors) compensation was $1,375,438,$1,366,703, which was composed of $303,000$329,500 in cash compensation, and $536,518$689,594 in restricted stock expense (as described above) and $535,920$347,609 in stock option expense.
          
Prior to 2005, each non-employee director received at approximately the time he joined the board, and on each fifth anniversary of service thereafter, options to purchase 44,000 shares of our common stock at an exercise price equal to the fair market value of the common stock on the date of grant. As with our other options, these options vest equally over five years and expire on their tenth anniversary. On December 8, 2005, there was a two-for-one stock split that had the effect of doubling the number of options outstanding while halving the strike price. As of March 28, 2008,27, 2009, options for 88,000 shares were outstanding to each of Messrs. Duroc-Danner and Lovoi; options for 40,00030,000 shares were outstanding to Mr. Ahalt; options for 52,800 shares were outstanding to Mr. Porter; and options for 51,000 shares were outstanding for Mr. Tripodo. Neither Mr. Watt nor Mr. Transier had any outstanding options as of March 28,27, 2008. No options were issued in 2008.
          
In 2005, the Board of Directors, on the recommendation of the Compensation Committee, voted to change the equity compensation of directors. Currently, on joining the board and initially on the date of the board meeting closest to the anniversary date of such joining (and thereafter on the date of each December board meeting) a director would receive a grant of restricted stock; provided, however, that such grants of restricted stock would not occur until such time as any prior grant of options had fully vested. Accordingly, on December 7, 2007,February 28, 2008, Messrs. Ahalt, WattTripodo and TransierLovoi each received a grant of 4,7975,537 shares of restricted stock and on December 11, 2008, Messrs. Ahalt, Lovoi, Transier and Watt each received a grant of 29,586 shares of restricted stock. All such grants of restricted stock are made pursuant to the terms of the 2005 Plan and vest ratably over five years, subject to immediate vesting on the occurrence of a Change of Control (as defined in the 2005 Plan).

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Directors who are also our employees do not receive cash or equity compensation for service on the board in addition to compensation payable for their service as employees of Helix.
CERTAIN RELATIONSHIPS
          
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 or our shareholders. The Audit Committee will consider all relevant facts and circumstances available to the Audit Committee to determine whether such related


15

party transaction is in 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; and a person that beneficially owns more than 5% of our outstanding voting securities; and a person that is the immediate family member of either of the foregoing or an entity that is controlled by any of the foregoing. Other than the ongoing ordinary course transactions with Weatherford International Ltd. (“Weatherford”)(Weatherford) and Tesco Corporation (Tesco) described below, we did not enter into any financial transactions with any related party during fiscal 2007.2008. If we were to do so in the future, any such material financial transaction would need to be approved by our Audit Committee prior to our Company entering into such transaction.
Cal Dive International, Inc.
          
BeforeIn the initial public offering (IPO) of Cal Dive International, Inc., our majority owned subsidiary (Cal Dive or CDI),past, we have provided to Cal Dive certain management and administrative services including: (i) accounting, treasury, payroll and other financial services; (ii) legal, insurance and claims services; (iii) information systems, network and communication services; (iv) employee benefit services (including direct third-party group insurance costs and 401(k) contribution matching costs discussed below); and (v) corporate facilities management services. In addition,Total allocated costs to Cal Dive providedfor such services were approximately $4 million, $3.6 million and $16.5 million for the years ended December 31, 2008, 2007 and 2006, respectively. Included in these costs are costs related to us operationalthe participation by CDI’s employees in our employee benefit plans through December 31, 2007, including employee medical insurance and field support services including: (i) training and quality control services; (ii) marine administration services; (iii) supply chain and base operation services; (iv) environmental, health and safety services; (v) operational facilities management services; and (vi) human resources.a defined contribution 401(k) retirement plan.
          
In contemplation of the IPOinitial public offering (IPO) of Cal Dive, we entered into various intercompany agreements with CDICal Dive that address the rights and obligations of each respective company, including a Master Agreement, a Corporate Services Agreement, an Employee Matters Agreement and a Tax Matters Agreement. The Master Agreement describes and provides a framework for the separation of our business from Cal Dive’s business, allocates liabilities (including those potential liabilities related to litigation) between the parties, allocates responsibilities and provides standards for each of the parties’ conduct going forward (e.g.(e.g., coordination regarding financial reporting), and sets forth the indemnification obligations of each party.party to the other. In addition, the Master Agreement provides us with a preferential right to use a specified number of CDI’sCal Dive’s vessels in accordance with the terms of such agreement.
          
Pursuant to the Corporate Services Agreement, each party agrees to provide specified services to the other party, including administrative and support services for the time period specified therein. Generally after we cease to own more than 50% or more of the total voting power of CDICal Dive’s common stock, all services may be terminated by either party upon 60 days notice, but a longer notice period is applicable for selected services. Each of the services shall be provided in exchange for a monthly charge as calculated for each service (based on relative revenues, number of users for a particular service, or other specified measure). In general, under the Corporate Services Agreement as originally entered into by the parties we provide CDIprovided Cal Dive with services related to the tax, treasury, audit, insurance (including claims) and information technology functions; CDI providesCal Dive provided us with services related to the human resources, training and orientation functions, and certain supply chain and environmental, health and safety services. However, the Corporate Services Agreement was amended effective January 1, 2008 and again effective January 1, 2009 to reflect that CDICal Dive no longer provides us with these functions.functions, and to reflect that we only provide Cal Dive with certain information technology and insurance services.

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Pursuant to the Employee Matters Agreement, except as otherwise provided, CDICal Dive generally accepts and assumes all employment related obligations with respect to all individuals who wereare employees of CDICal Dive as of the IPO closing date, including expenses related to existing options and restricted stock. Those employees are entitled to retain their Helix stock options and restricted stock grants under their original terms except as mandated by applicable law. The Employee Matters Agreement also permitted CDICal Dive employees to participate in our Employee Stock Purchase Plan for the offering period that ended June 30, 2007, and in connection with such continued participation CDICal Dive paid us $1.6 million forin July 2007, which was the fair market value of the shares of our stock purchased by CDIsuch employees.
          
Pursuant to the Tax Matters Agreement, we are generally responsible for all federal, state, local and foreign income taxes that are attributable to CDICal Dive for all tax periods ending on the IPO; CDICal Dive is generally responsible for all such taxes beginning after the IPO. In addition, the agreement provides that for a period of up to ten years, CDICal Dive is required to make annual payments to us equal to 90% of tax benefits derived by CDICal Dive from tax basis adjustments


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resulting from the “boot”“Boot” gain recognized by us as a result of the distributions made to us as part of the IPO transaction.
Other
          
In April 2000, we acquired a 20% working interest in Gunnison,a deepwaterDeepwater Gulf of Mexico prospect of Kerr-McGee Oil & Gas Corp.Kerr-McGee. Financing for the exploratory costs of approximately $20 million was provided by an investment partnership (OKCD Investments, Ltd. or “OKCD”). In, the investors of which include current and former Helix senior management, in exchange for the funding OKCD received a revenue interest in the form ofthat is an overriding royalty interest of 25% of Helix’s 20% working interest. The investors of OKCD included certain members of our executive management (Owen Kratz, current President and Chief Executive Officer — $18.4 million, Martin Ferron, former President and Chief Executive Officer — $200,500 and A. Wade Pursell, current Chief Financial Officer — $33,400). In exchange for his investment, each investor received a percentage revenue interest called a “Class A” interest in OKCD which was proportional to such investment inProduction from the investment partnership. Helix provided no guarantees to the investment partnership. Owen Kratz, through Class A limited partnership interests in OKCD, personally owns approximately 73% of the partnership and A. Wade Pursell owns approximately 1.33% of the partnership.
On September 29, 2000, OKCD designated 39% of the partnership as Class B shares reducing the aggregate interest in such investment partnership of the Class A interest holders to be distributed to certain of our employees (which included Messrs. Ferron and Pursell). Terms of the “B Participation Agreement” included a percentage revenue interest based on production from theGunnison prospect over its life (estimated to be 12 years), but beginning only after the Class A interest holders in OKCD received distributions equal to two times their initial investment. Distributions to Class B interest holders are also subject to the individuals’ continued employment with Helix. The Class B interest holders have no voting rights.
As of September 29, 2000, theGunnisonexploratory prospect was not a sanctioned development. Sanctioning was achieved in 2001. Production began field commenced in December 2003. PaymentsWe have made payments to OKCD from the Company totaledtotaling $21.6 million, $22.1 million $34.6 million and $28.1$34.6 million in the years ended December 31, 2008, 2007 and 2006 respectively. Mr. Kratz personally owns approximately 75% of the partnership. Mr. Ferron, our former President and 2005, respectively.Chief Executive Officer, owns approximately 1.1% of the partnership and Mr. Pursell, our former Executive Vice President and Chief Financial Officer, owns approximately .43% of the partnership. In 2000, OKCD also awarded Class B limited partnership interests to key Helix employees.
          
During 2008, 2007 2006 and 2005,2006, we paid $3.4 million, $12.3 million $6.1 million and $1.8$6.1 million, respectively, to Weatherford, an oil and gas industry company, for services provided to the Company. Bernardus. Mr. Duroc-Danner, a member of our Boardboard of Directors,directors, is part of the seniorexecutive management team of Weatherford.
During 2008, we paid $0.2 million to Tesco for services provided to us. Mr. Tripodo, a former board member and current member of our executive management team, is a former member of Tesco’s executive management team.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          
Ernst & Young LLP has served as the Company’s independent registered public accounting firm providing auditing and financial services since their engagement in fiscal year 2002, and will continue to provide such services during fiscal year 2008.2009. 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.
Independent Registered Public Accounting Firm Fee Information
          
Fees for professional services (in thousands) provided by our independent registered public accounting firm in each of the last two fiscal years in each of the following categories were:
         
  2007  2008 
Audit Fees(1)
 $3,474(2) $3,859(3)
Audit-Related Fees(4)
  16   3 
Tax Fees(5)
  106   36 
All Other Fees(6)
  1,763   104 
       
Total $5,359  $4,002 
       
         
  2006  2007 
 
Audit Fees(1) $4,442(2) $3,474(3)
Audit-Related Fees(4)  3   16 
Tax Fees(5)  36   106 
All Other Fees  -0-   1,763(6)
         
Total $4,481  $5,359 
         


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(1)Fees related to the audit of the Company’s consolidated financial statements, audit of internal controls over financial reporting, and the review of the Company’s interim financial statements included in its quarterly reports onForm 10-Q.
 
(2)2006 audit fees include approximately $2.3 million of fees related to the three-year carve-out audit of Cal Dive International, Inc. (2003-2005), the related Registration Statement on Form S-1 filing fees incurred in connection with our partial initial public offering of Cal Dive and the 2006 audit of Cal Dive.
(3)The 2007 audit fees included approximately $1.5 million related to the audit of Cal Dive, of which $516,000 were incurred in connection with the acquisition of Horizon Offshore, Inc., including audit and reviews of the related financial statements

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included in Cal Dive’s Registration Statement on Form S-4, and the issuance of consents and comfort letters as well as the 2007 audit and review of Cal Dive’s interim financial statements.
 
(3)The 2008 Audit Fees include approximately $1.5 million related to the audit and reviews of Cal Dive.
(4)Audit-related fees included consultations concerning financial accounting and reporting matters not required by statute or regulation.
 
(5)Fees primarily related to statutory tax returns in the United Kingdom, Singapore, Australia, Egypt, India and tax planning.
 
(6)All other fees reflect costs of integration advisory services rendered in connection with Cal Dive’s acquisition of Horizon.
          
The Audit Committee considers whether the provision of the foregoing services is compatible with maintaining the auditor’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.
Audit Committee Pre-Approval Policies and Procedures
          
The Audit Committee has adopted procedures for pre-approving certain audit and permissible non-audit services provided 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. Audit Committee approval is required to exceed the budget amount for a particular category of audit or permissible non-audit services and to engage the independent registered public accounting firm for any audit or permissible non-audit services not included in the budget. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the Securities and Exchange CommissionSEC rules on auditor independence. The Audit Committee charter was amended to includeincludes 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. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firms to ensure that such services are within the parameters approved by the Audit Committee. None of the fees were for services approved by the Audit Committee pursuant to thede minimisexception in paragraph (c)(7)(i)(c) ofRule 2-01 ofRegulation S-X.
     
All fiscal year 20072008 professional services by Ernst & Young LLP were pre-approved.


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REPORT OF THE AUDIT COMMITTEE
     
In fiscal year 2007,From January until June 2008, the Audit Committee consisted of Anthony Tripodo, T. William Porter and William L. Transier. As previously disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2008, Mr. Tripodo resigned from the Board of Directors and the Audit Committee and was appointed as the Executive Vice President and Chief Financial Officer of the Company. For the remainder of fiscal 2008, the Audit Committee consisted of T. William Porter, William L. Transier, alland John V. Lovoi. In February 2009, Nancy K. Quinn was appointed to the Audit Committee. All of whomthe individuals that have served, or currently serve, on the Audit Committee during fiscal 2008 have been determined to be independent by the Boardboard of Directorsdirectors (as independence is defined in the listing standards of the NYSE and the rules of the SEC). Each member of the Audit Committee satisfies the NYSE requirements for experience and expertise, and the board also has determined that Mr. Transier and Ms. Quinn each are, and prior to his resignation from the Audit Committee Mr. Tripodo and Mr. Transier arewas, an “audit committee financial experts”expert” as defined by the SEC. During the fiscal year ended December 31, 2007,2008, the Audit Committee conducted ten (10)seven meetings.
     
The primary purpose of the Audit Committee is to assess the information provided by management and our independent registered public accounting firm and to assist the Boardboard of Directorsdirectors in fulfilling its oversight responsibility to the shareholders, potential shareholders, the investment community, and others relating to: (1) the integrity of the financial statements of the Company; (2) the compliance by the Company with legal and regulatory requirements; (3) the performance of the Company’s internal audit function and independent registered public accounting firm; and (4) the independent registered public accounting firm’s qualifications and independence. The Audit Committee Charter,charter, a written charter adopted by the Boardboard of Directors,directors, describes in greater detail the full responsibilities of the Audit Committee. A copy of the Audit Committee Chartercharter is on our website at http://www.HelixESG.com or to any shareholder requesting a copy.
     
Management is responsible for the preparation, presentation and integrity of our financial statements and for the appropriateness of our accounting and financial reporting principles and policies. Management is also responsible for establishing and maintaining the Company’s internal controls and procedures, establishing financial reporting processes and controls, evaluating the effectiveness of such controls and procedures and ensuring compliance with laws, regulations and ethical business standards. Our independent registered

17

public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the Company’s financial statements in accordance with standards of the Public Company Accounting Oversight Board (U.S.) and issuing a report thereon as well as expressing an opinion on the effectiveness of our internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
     
The Audit Committee reviewed and discussed the audited financial statements of Helix for the year ended December 31, 20072008, with management, and management represented that the financial statements of Helix were prepared in accordance with accounting principles generally accepted in the United States. Management has also represented that they have assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2007,2008, and determined that as of that date, the Company has maintained effective internal control over financial reporting.
     
In connection with the December 31, 20072008 financial statements, the Audit Committee: (1) reviewed and discussed the audited financial statements with management and the independent registered public accounting firm; (2) reviewed with the independent registered accounting firm the scope and plan of the audit; (3) discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees”, as amended by SAS No. 91 and as otherwise may be modified or supplemented; (4) discussed with Ernst & Young LLP that firm’s independence from management and the Company and received written disclosures and the letter required by PCAOB Ethics and Independence Standards Board Standard No. 1, “Independence DiscussionsRule 3526,Communication with Audit Committees,” as may be modified or supplemented;Committee Concerning Independence; and (5) discussed with the independent registered public accounting firm (in executive session outside of the presence of management) the audited financial statements and the evaluation of our system of internal controls.


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Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 20072008 for filing with the SEC.
     
Submitted by the members of the Audit Committee.
AUDIT COMMITTEE
Anthony Tripodo (Chairman)
T. William Porter
William L. Transier
AUDIT COMMITTEE
William L. Transier (Chairman)
T. William Porter
John V. Lovoi
Nancy K. Quinn
The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in such filing.


2018

SHARE OWNERSHIP INFORMATION
Five Percent Owners
          
The following table sets forth information as to the only personall persons or entityentities known by us to have beneficial ownership, as of March 28, 2008,27, 2009, of more than 5% of the outstanding shares of Companyour common stock.stock, other than Mr. Kratz’s beneficial ownership which is set forth in “Management Shareholdings” below. As of March 28, 2008,19, 2009, we had 91,680,79698,385,061 shares outstanding. The information set forth below has been determined in accordance withRule 13d-3 under the Exchange Act on the basis of the most recent information filed with the Securities and Exchange CommissionSEC and furnished to us by the person listed. To our knowledge, except as otherwise indicated below, all shares shown as beneficially owned are held with sole voting power and sole dispositive power.
         
  Shares Beneficially Percent of
                    Name and Address Owned Common Shares
(1) David Einhorn (Greenlight Capital, L.L.C.)
  5,732,818(1)  5.8%
140 East 45th Street, 24th Floor
New York, New York 10017
        
         
(2) Fletcher Asset Management, Inc.
  9,035,056(2)  8.4%
48 Wall Street, 5th Floor
New York, New York 10005
        
         
(3) EARNEST Partners, LLC
  5,003,117(3)  5.1%
1180 Peachtree Street NE, Suite 2300
Atlanta, Georgia 30309		        
         
(4) Robeco Investment Management, Inc.
  4,865,736(4)  5.0%
909 Third Avenue
New York, New York 10022		        
         
(5) BNP Paribas Arbitrage SNC
  6,334,451(5)  6.4%
787 Seventh Avenue
New York, New York 10019		        
         
  Shares Beneficially
  Percent of
 
Name and Address
 Owned  Common Shares 
 
David Einhorn (Greenlight Capital, L.L.C.)(1)  4,599,598(3)  5.0%
140 East 45th Street, 24th Floor
New York, New York 10017		        
 
(1)The number of shares includes shares held by David Einhorn consistand consists of shares beneficially owned by Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors, L.P., a Delaware limited partnership (“Advisors,” and together with Greenlight LLC and Greenlight Inc., “Greenlight”), DME Advisors GP, LLC, a Delaware limited liability company that serves as general partner to Advisors, and Mr. David Einhorn, the principal of Greenlight. Mr. Einhorn is the beneficial owner of 5.0%5.8% of our outstanding common stock. This percentage and the number of shares beneficially held by each of the parties are based on the public filings made by Greenlight. Greenlight has the sole power to vote and dispose of the 4,599,5984,767,662 shares of common stock beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the votehas shared voting and disposition of the 4,599,598dispositive power over 5,732,818 shares of common stock beneficially owned by Greenlight. The information regarding Greenlight is based upon the Schedule 13G filed by Greenlight with the Securities and Exchange Commission dated MarchFebruary 13, 2009.
(2)According to the Schedule 13G filed with the SEC dated February 17, 2009, the number of shares held by Fletcher Asset Management, Inc. consists of shares beneficially owned by Fletcher Asset Management, Inc., a Delaware corporation (“FAM”), Fletcher International, Ltd., a Bermuda company (“FIL” and, together with FAM, “Fletcher”), and Mr. Alphonse Fletcher, Jr., the principal of Fletcher. According to such filing, Mr. Fletcher is the beneficial owner of 7.2% of our outstanding common stock. This percentage and the number of shares beneficially held by each of the parties are based on the public filings made by Fletcher. Fletcher has the sole power to vote and dispose of the 7,116,120 shares of common stock beneficially owned by it. As the principal of Fletcher, Mr. Fletcher may direct the vote and disposition of the 7,116,120 shares of common stock beneficially owned by Fletcher. The information set forth in the table regarding Fletcher is based upon the Schedule 13G filed by Fletcher with the SEC dated February 17, 2009 and a subsequent reset of the conversion price regarding the securities held by Fletcher.
(3)EARNEST Partners, LLC is a Georgia limited liability company (“EARNEST”), and is the beneficial owner of 5.1% of our outstanding common stock. This percentage and the number of shares beneficially held by EARNEST are based on the public filings made by it. EARNEST has the sole power to vote 2,280,600 shares of common stock beneficially owned by it and shared power to vote 1,529,017 shares of common stock beneficially owned by it. EARNEST has the sole power to dispose of the 5,003,117 shares of common stock beneficially owned by it. The information regarding EARNEST is based upon the Schedule 13G filed by EARNEST with the SEC dated January 20, 2009 and filed on February 13, 2009.
(4)Robeco Investment Management, Inc. is a Delaware corporation (“Robeco”), and is the beneficial owner of 5.0% of our outstanding common stock. This percentage and the number of shares beneficially held by Robeco are based on the public filings made by it. Robeco has the sole power to vote 3,722,056 shares of common stock beneficially owned by it and shared power to vote 269,910 shares of common stock beneficially owned by it. Robeco has the sole power to dispose of the 4,865,736 shares of common stock beneficially owned by it. The information regarding Robeco is based upon the Schedule 13G filed by Robeco with the SEC dated February 3, 2009.
(5)BNP Paribas Arbitrage SNC (Paribas) is an entity formed in France, and is the beneficial owner of 6.4% of our outstanding common stock. This percentage and the number of shares beneficially held by Paribas are based on the public filings made by it. Paribas has the sole power to vote and dispose of 6,334,451 shares of common stock owned by it. The information regarding Paribas is based upon the Schedule 13G filed by Paribas with the SEC dated October 2, 2008.

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Management Shareholdings
          
The following table shows the number of shares of our common stock beneficially owned as of March 28, 200827, 2009 by our directors and nominees for director and the executive officers identified in the Summary Compensation Table below (“named executive officers”), other than Messrs. Ferron and Pursell, who each resigned as an officer in 2008 and are no longer subject to our reporting obligations, and all directors and such executive officers as a group. Mr. Ferron resigned effective February 4, 2008 and Mr. Pursell resigned on June 25, 2008.
          
The number of shares beneficially owned by each director or executive officer is determined by the rules of the Securities and Exchange Commission,SEC, and the information does not necessarily indicate beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power regardless of economic interest, and also any shares that the person or entity can acquire within 60 days of March 28,27, 2008 through the exercise of stock options or other right. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. As of March 28, 200819, 2009 there were 91,680,79698,385,061 shares of common stock outstanding. The address of all executive officers and directors is care of Helix Energy Solutions Group, Inc., 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060.
             
      Of Shares Beneficially  
      Owned, Amount that may  
  Amount and Nature of be Acquired Within 60 Days Percentage of Common
          Name of Beneficial Owner(1) Beneficial Ownership(2) by Option Exercise Stock Outstanding
Owen Kratz(3)
  5,243,990   13,400   5.3%
Bart H. Heijermans(4)
  169,919   -0-   * 
Robert Murphy(5)
  214,498   -0-   * 
Anthony Tripodo(6)
  162,808   51,000   * 
Alisa B. Johnson(7)
  77,314   -0-   * 
Gordon F. Ahalt(8)
  100,525   30,000   * 
Bernard Duroc-Danner(9)
  164,344   88,000   * 
John V. Lovoi(10)
  139,801   88,000   * 
T. William Porter  35,200   35,200   * 
Nancy K. Quinn(11)
  76,074   -0-   * 
William L. Transier(12)
  66,822   -0-   * 
James A. Watt(13)
  54,209   -0-   * 
All named executive officers and directors as a group (12 persons)  6,505,504   305,600   6.6%
             
  Amount and
  Of Shares Beneficially
    
  Nature of
  Owned, Amount that may
  Percentage of
 
  Beneficial
  be Acquired Within 60 Days
  Common Stock
 
Name of Beneficial Owner
 Ownership(1)  by Option Exercise  Outstanding 
 
Owen Kratz(2)  3,411,347   29,231   3.7%
Martin R. Ferron(3)  270,404   16,983   * 
Bart H. Heijermans(4)  141,386   -0-   * 
A. Wade Pursell(5)  197,407   93,704   * 
Robert Murphy(6)  228,824   -0-   * 
Gordon F. Ahalt(7)  75,439   40,000   * 


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  Amount and
  Of Shares Beneficially
    
  Nature of
  Owned, Amount that may
  Percentage of
 
  Beneficial
  be Acquired Within 60 Days
  Common Stock
 
Name of Beneficial Owner
 Ownership(1)  by Option Exercise  Outstanding 
 
Bernard Duroc-Danner(8)  75,697   70,400   * 
John V. Lovoi(9)  78,665   70,400   * 
T. William Porter  35,200   35,200   * 
William L. Transier(10)  19,884   -0-   * 
Anthony Tripodo(11)  59,550   51,000   * 
James A. Watt(12)  30,423   -0-   * 
All named executive officers and directors as a group (12 persons)  4,624,226   406,918   5.0%
 
*Indicates ownership of less than 1% of the outstanding shares of our common stock.
 
(1)Table does not include Mr. Ferron who resigned as and officer and director of the Company on February 4, 2008 or Mr. Pursell who resigned as an officer on June 25, 2008.
(2)Amounts include the shares shown in the next adjacent column, which are not currently outstanding but are deemed beneficially owned because of the right to acquire them pursuant to options exercisable within 60 days of March 28, 200827, 2009 (i.e., on or before May 27, 2008)26, 2009).
 
(2)(3)Mr. Kratz disclaims beneficial ownership of 1,000,000 shares included in the above table, which are held by Joss Investments Limited Partnership, an entity of which he is a General Partner. Amount also includes restricted stock awards (i) in the amount of 59,518 shares awarded January 3, 2005 which vest 20% on January 3, 2006, 2007, 2008, 2009 and 2010; (ii) in the amount of 44,250 shares awarded on January 3, 2006 which vest 20% on each of January 3, 2007, 2008, 2009, 2010 and 2011; (iii) in the amount of 89,576 shares awarded on January 2, 2007 which vest 20% on January 2, 2008, 2009, 2010, 2011 and 2012 and2012; (iv) in the amount of 72,289 shares awarded on January 2, 2008 which vest 20% on each of January 2, 2009, 2010, 2011, 2012 and 2013.
(3)Mr. Ferron resigned as an officer2013; and director of the Company on February 4, 2008. Mr. Ferron disclaims beneficial ownership of 43,340 shares included in the above table, which are held by the Uncle John Limited Partnership, a family limited partnership of which he is a General Partner. Pursuant to Mr. Ferron’s separation agreement, restricted stock awards(v) in the amount 95,156of 72,289 shares awarded on January 2, 2009 which vest 20% on each of previously issued but unvested restricted stock awarded to Mr. FerronJanuary 2, 2010, 2011, 2012, 2013 and nonqualified stock options to purchase 23,178 shares (17,520 of which remain unexercised) that were previously awarded but unvested, vested 10 days after the execution of the separation agreement between the Company and Mr. Ferron. In addition, the separation agreement extended the exercise period of 14,419 options until April 19, 2009 (8,760 of which remain unexercised).2014.

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(4)Amount includes restricted stock awards (i) in the amount of 100,000 shares awarded September 1, 2005 two-thirds of which vested after two years and the remainder of which fully vest on September 1, 2008; (ii) in the amount of 20,138 shares awarded on September 1, 2005 which vest 20% on each of September 1, 2006, 2007, 2008, 2009, and 2010; (iii)(ii) in the amount of 13,600 shares awarded on January 3, 2006 which vest 20% on each of January 3, 2007, 2008, 2009, 2010 and 2011; (iv)(iii) in the amount of 39,082 shares awarded on January 2, 2007 which vest 20% on each of January 2, 2008, 2009, 2010, 2011 and 2012; and (v)(iv) in the amount of 48,193 shares awarded on January 2, 2008 which vest 20% on each of January 2, 2009, 2010, 2011, 2012 and 2013.
(5)Mr. Pursell disclaims beneficial ownership of 15,000 shares included in the above table, which are held by the WT Kona Redbird Limited Partnership, a family limited partnership of which he is a General Partner. Amount also includes restricted stock awards (i)2013; and (v) in the amount of 20,450 shares awarded January 3, 2005 which vest 20% on January 3, 2006, 2007, 2008, 2009 and 2010; (ii) in the amount of 14,95048,193 shares awarded on January 3, 20062, 2009 which vest 20% on each of January 3, 2007, 2008, 2009, 2010 and 2011; (iii) in the amount of 36,946 shares awarded on January 2, 2007 which vest 20% on January 2, 2008, 2009, 2010, 2011 and 2012; and (iv) in the amount of 31,325 shares awarded on January 2, 2008 which vest 20% on January 2, 2009, 2010, 2011, 2012, 2013 and 2013.2014.
 
(6)(5)Amount includes restricted stock awards (i) in the amount of 99,100 shares awarded July 1, 2006 which vest 60% on July 1, 2009, and 20% on July 1, 2010 and 2011; (ii) in the amount of 24,780 awarded July 1, 2006

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which vested on July 1, 2007; and (iii) in the amount of 48,193 shares awarded on January 2, 2008 which vest 20% on January 2, 2009, 2010, 2011, 2012 and 2013.2013; and (iii) in the amount of 48,193 shares awarded on January 2, 2009 which vest 20% on January 2, 2010, 2011, 2012, 2013 and 2014.
(6)Amount includes restricted stock awards (i) in the amount of 723 shares awarded January 2, 2008 which vest on January 2, 2010; (ii) in the amount of 833 shares awarded April 1, 2008 which vest on January 2, 2010; (iii) in the amount of 70,500 shares awarded June 25, 2008 which vest 20% on June 25, 2009, 2010, 2011, 2012 and 2013; (iv) in the amount of 600 shares awarded July 1, 2008 which vest on January 2, 2010; and (v) in the amount of 31,325 shares awarded January 2, 2009 which vest 20% on January 2, 2010, 2011, 2012, 2013 and 2014.
 
(7)Amount includes restricted stock awards (i) in the amount of 19,117 shares awarded September 18, 2006 which will vest 20% on September 18, 2007, 2008, 2009, 2010 and 2011; (ii) in the amount of 7,007 shares awarded January 2, 2007 which will vest 20% on January 2, 2008, 2009, 2010, 2011 and 2012; (iii) in the amount of 22,892 shares awarded January 2, 2008 which will vest 20% on January 2, 2009, 2010, 2011, 2012 and 2013; and (iv) in the amount of 22,892 shares awarded January 2, 2009 which will vest 20% on January 2, 2010, 2011, 2012, 2013 and 2014.
(8)Amount includes restricted stock awards (i) in the amount of 5,000 shares awarded December 13, 2005 which vest 20% on each of December 13, 2006, 2007, 2008, 2009 and 2010; (ii) in the amount of 5,642 shares awarded on December 7, 2006 which vest 20% on each of December 7, 2007, 2008, 2009, 2010 and 2011; and (iii) in the amount of 4,797 shares awarded on December 7, 2007 which will vest 20% on each of December 7, 2008, 2009, 2010, 2011 and 2012.2012; and (iv) in the amount of 29,586 awarded on December 11, 2008 which will vest 20% on December 11, 2009, 2010, 2011, 2012 and 2013.
 
(8)(9)Amount includes restricted stock awards (i) in the amount of 948417 shares awarded on April 3, 2006 which vested on January 1, 2008; (ii) in the amount of 1,340 shares awarded on July 3, 2006 which vested on January 1, 2008; (iii) in the amount of 552 shares awarded on October 2, 2006 which vested on January 1, 2008; and (iv) in the amount of 468 shares awarded on January 2, 20072008 which will vest on January 1, 2009.2010, (ii) in the amount of 417 shares awarded on April 1, 2008 which will vest on January 1, 2010; (iii) in the amount of 255 shares awarded July 1, 2008 which will vest on January 1, 2010; (iv) in the amount of 489 shares awarded on October 1, 2008 which will vest on January 1, 2010; (v) in the amount of 1,985 awarded on January 2, 2009 which will vest on January 1, 2011; and (vi) in the amount of 67,901 awarded on February 26, 2009 which will vest 20% on February 26, 2010, 2011, 2012, 2013 and 2014.
 
(9)(10)Amount includes restricted stock awards (i) in the amount of 1,014 shares awarded on April 3, 2006 which vested on January 1, 2008; (ii) in the amount of 534 shares awarded on July 3, 2006 which vested on January 1, 2008; (iii) in the amount of 627 shares awarded on October 2, 2006 which vested on January 1, 2008; (iv) in the amount of 588 shares awarded on January 2, 2007 which will vest on January 1, 2009; (v) in the amount of 461 shares awarded on April 2, 2007 which will vest on January 2, 2009; (vi) in the amount of 337 shares awarded on July 2, 2007 which will vest on January 2, 2009; (vii) in the amount of 405 shares awarded on October 1, 2007 which will vest on January 2, 2009; (viii) in the amount of 384 shares awarded on January 2, 2008 which will vest on January 2,1, 2010; and (ix)(ii) in the amount of 5,537 shares awarded February 28, 2008 which vest 20% on each of February 28, 2009, 2010, 2011, 2012 and 2013.2013; (iii) in the amount of 784 shares awarded April 1, 2008 which will vest on January 1, 2010; (iv) in the amount of 593 awarded July 1, 2008 which will vest on January 1, 2010; (v) in the amount of 1,133 awarded on October 1, 2008 which will vest on January 1, 2010; (vi) in the amount of 29,586 awarded on December 11, 2008 which will vest 20% on December 11, 2009, 2010, 2011, 2012 and 2013; and (vii) in the amount of 4,316 awarded on January 2, 2009 which will vest on January 1, 2011.
 
(10)(11)Amount includes restricted stock awards in the amount of 74,074 shares awarded on February 26, 2009 which will vest 20% on February 26, 2010, 2011, 2012, 2013 and 2014.
(12)Amount includes restricted stock awards (i) in the amount of 5,000 shares awarded on December 13, 2005 which vest 20% on each of December 13, 2006, 2007, 2008, 2009 and 2010; (ii) in the amount of 1,245 shares awarded on April 3, 2006 which vested on January 1, 2008; (iii) in the amount of 1,843 shares awarded on July 3, 2006 which vested on January 1, 2008; (iv) in the amount of 973 shares awarded on October 2, 2006 which vested on January 1, 2008; (v) in the amount of 5,642 shares awarded on December 7, 2006 which vest 20% on each of December 7, 2007, 2008, 2009, 2010 and 2011; (vi) in the amount of 1,036 shares awarded on January 2, 2007 which will vest on January 1, 2009; and (vii) (v)(iii) in the amount of 4,797 shares awarded on December 7, 2007 which vest 20% on each of December 7, 2008, 2009, 2010, 2011 and 2012.
(11)Amount includes restricted stock awards (i) in the amount of 670 shares awarded on April 2, 2007 which will vest on January 2, 2009; (ii) in the amount of 658 shares awarded on July 2, 2007 which will vest on January 2, 2009; (iii) in the amount of 648 shares awarded on October 1, 2007 which will vest on January 2, 2009;2012; (iv) in the amount of 723 shares1,032 awarded on January 2,April 1, 2008 which will vest on January 2,1, 2010; and (v) in the amount of 5,537 shares871 awarded February 28,on July 1, 2008 which will vest on February 28,January 1, 2010; (vi) in the amount of 1,133 awarded on October 1, 2008 which will vest on January 1, 2010; (vii) in the amount of 29,586 awarded on December 11, 2008 which will vest 20% on December 11, 2009, 2010, 2011, 2012 and 2013.2013; and (viii) in the amount of 4,316 awarded on January 2, 2009 which will vest on January 1, 2011.

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(12)(13)Amount includes 130 shares held as custodian for Mr. Watts’ son. Amount also includes restricted stock award (i) in the amount of 12,390 shares awarded on July 1, 2006 which vest 20% on each of July 1, 2007, 2008, 2009, 2010 and 2011 and2011; (ii) in the amount of 4,797 shares awarded on December 7, 2007 which vest 20% on each of December 7, 2008, 2009, 2010, 2011 and 2012.2012; and (iii) in the amount of 29,586 awarded on December 11, 2008 which will vest 20% on December 11, 2009, 2010, 2011, 2012 and 2013.
Section 16(a) Beneficial Ownership Reporting Compliance.Compliance.
          
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities, or “reporting person,” to file with the Securities and Exchange Commission initial reports of ownership and report changes in ownership of the Company’s common stock. Reporting persons are required by Securities and Exchange CommissionSEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished to the Company, we believe that all reports required to be filed by reporting persons pursuant to Section 16(a) of the Exchange Act were filed for the year ended December 31, 20072008 on a timely basis.


23

basis except as follows: Mr. Watt, our director, failed to file a timely Form 4 with respect to the sale of 5,930 shares of stock on May 8, 2008 in connection with the termination of and distribution from a 401(K) plan. This transaction was reported by Mr. Watt on a Form 4 filed on May 30, 2008.
EQUITY COMPENSATION PLAN INFORMATION
     
The table below provides information relating to the Company’s equity compensation plans as of December 31, 2007:2008:
             
  Number of Securities    
  to Be Issued upon Weighted-Average Number of Securities
  Exercise of Outstanding Exercise Price of Remaining Available
  Options, Warrants Outstanding Options, for Future Issuance under
Plan Category and Rights(3) Warrants and Rights Compensation Plans(4)
Equity compensation plans approved by security holders(1)
  -0-   -0-   3,770,624(4)(5)
Equity compensation plans not approved by security holders(2)
  521,654   $10.66   631,115 
             
Total  521,654   $10.66   4,401,739 
 
             
  Number of Securities
       
  to Be Issued upon
  Weighted-Average
  Number of Securities
 
  Exercise of Outstanding
  Exercise Price of
  Remaining Available
 
  Options, Warrants
  Outstanding Options,
  for Future Issuance under
 
Plan Category
 and Rights(3)  Warrants and Rights  Compensation Plans(4) 
 
Equity compensation plans approved by security holders(1)  -0-   -0-   4,605,069(4)(5)
Equity compensation plans not approved by security holders(2)  736,550  $10.55   631,115 
             
Total  736,550  $10.55   5,236,184 
(1)The 2005 Plan, which was approved by our stockholders at our 2005 annual meeting, provides that the Company may grant up to 6,000,000 shares of our common stock in the form of 2,000,000 options and up to 4,000,000 shares of restricted stock or restricted stock units subject to the terms and conditions of the 2005 Plan.
 
(2)The 1995 Plan was approved in 1995 at a meeting of the Compensation Committee. Under the 1995 Plan, a maximum of 10% of the total shares of common stock issued and outstanding may be granted to key executives and selected employees and non-employee members of the Board of Directors in the form of stock options, stock appreciation right or stock awards. Following the approval by shareholders of the 2005 Plan on May 10, 2005, no further grants have been or will be made under the 1995 Plan.
 
(3)As of December 31, 2007,2008, there were 8,343,798 options, and 193,166 shares of restricted stock, granted under the 1995 Plan and 1,394,9312,076,166 shares of restricted stock granted under the 2005 Plan.
 
(4)Between December 31, 20072008 and the record date, March 28, 2008,19, 2009, no new options were issued and 476,398506,893 shares of restricted stock were awarded pursuant to the 2005 Plan. TheAs of March 27, 2009, the Company had 631,115 shares available under the 1995 Plan and 2,000,000 options and 2,605,0691,770,624 shares of restricted stock available under the 2005 Plan.
 
(5)This number reflects only securities available for issuance under the 2005 Plan. The Company has additional securities available under the 1995 Plan as discussed in note 4 above.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
          
No member of the Compensation Committee of our Board of Directors was, during fiscal year 2007,2008, an officer or employee of the Company or any of its subsidiaries, or was formerly an officer of the Company or any of its subsidiaries, or had any relationships requiring disclosure by the Company under Item 404 ofRegulation S-K under the Exchange Act.
          
During 2007,2008, no executive officer of the Company served as (i) a member of the Compensation Committeecompensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served on the Compensation Committee of the Board of Directors, (ii) a director of another entity, one or more of whose executive officers served on the Compensation Committee, or (iii) a member of the Compensation Committeecompensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served as a director of the Company.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and Objectives
          
We are an international offshore energy company that provides reservoir development solutionsThis Compensation Discussion and other contracting servicesAnalysis is intended to provide our stockholders with a description of the energy market as well as our own oil and gas properties. Our business model, which


24

includes both a contracting services segment and an exploration and development segment, is very complex and requires highly qualified and technically proficient executive officers. The primary objectivesmaterial elements of our compensation program for our employees, including the executive officers named infor the summary compensation table below, or “named executive officers,” are to attract and retain the qualified and technically proficient employees required to execute our business model, to motivate them to achieve superior performance for themselvesyear 2008 and the Companypolicies and toobjectives that support that program.
Oversight of Executive Compensation Program
          Each member of our Compensation Committee is independent. Each year we review any and implementall relationships that each director serving on the Compensation Committee may have with us, and the Board of Directors reviews our findings. The Board of Directors has determined that none of the Compensation Committee members has any material business strategies, and to reward those employees for successful performancerelationship with us. No Compensation Committee member participates in a manner commensurate with those rewards given to their peers in the industry. The skills, technical expertise and experience required to execute our business model are currently in high demand. The designany of our compensation program is intendedprograms, except for receiving grants of equity-based awards normally awarded to create a positive environment in which the employees, including the named executive officers, are enthusiastic about the Company and its objectives, core values and culture, and are working toward the long-term performance of the Company.our directors under our 2005 Plan.
          
All elements of the compensation program are designed:
• To be competitive with the Company’s peer group;
• To reflect the complexity and difficulty of the position;
• To reflect performance of both the individual and the Company;
• To reflect internal equity within the Company;
• To incentivize executive officers to execute the business plan and grow the business consistent with our long-term strategy; and
• To reward annual performance that reflects the execution of our stated strategy based on annual goals.
In establishing executive compensation, we believe that our compensation program achieves the foregoing objectives by establishing the following targets:
• base salaries should be at levels competitive with peer companies that compete with Helix for executive talent;
• the annual cash bonus for an executive officer should reflect the achievement of company-wide financial objectives, department budget goals and the achievement of personal goals and objectives; and
• long-term equity incentive compensation should be in the 50th or 75th percentile of the peer group based upon the complexity of the executive’s duties and recent performance by the individual and the Company.
Design of the Compensation Program
The Compensation Committee assists the board in fulfilling its responsibilities for determining the total compensation packages offered to our executive officers and administers our compensation program. Specifically, the Compensation Committee is responsible for establishing the compensation policies and administering the compensation programs for our executive officers, and for administering the grant of equity-based incentive awards under theour 2005 Plan. The Compensation Committee’s Chartercharter (i) empowers the Compensation Committee to review, evaluate and approve the Company’sour executive officer compensation agreements, plans, policies and programs, (ii) delegates to the Compensation Committee all authority of the board required or appropriate to fulfill such purpose, and (iii) grants to the Compensation Committee the sole authority to retain and terminate any independent compensation consultant.
Compensation Philosophy and Objectives
          Our business model, which includes both a contracting services segment and an exploration and development segment, is very complex and requires highly qualified and technically proficient executive officers. In addition, we rely on our executive officers to develop and execute our business strategy in a way that maximizes value for our shareholders through the market and business fluctuations of a cyclical industry. Our compensation philosophy reflects the realities of the competitive market in which we operate and the characteristics of our business environment. The primary objectives of our compensation program for our executive officers including our named executive officers listed in the summary compensation table below, or “named executive officers,” are to attract and retain the qualified and technically proficient employees required to execute our business model, to motivate them to achieve superior performance in their respective areas of responsibility and to support and implement our business strategies, and to reward those employees for effective performance in a manner commensurate with those rewards given to their peers in the industry. Our compensation program is designed to create a positive environment in which the employees, including the named executive officers, are enthusiastic about our business, strategic objectives, core values and culture, and are working toward our long-term success.
          Currently, we have six executive officers. These executive officers have the broadest set of responsibilities, duties and policy-making authority in the Company. We hold them responsible for our performance, for implementing our strategic objectives and for maintaining a culture of strong core values and ethics. Details of compensation for our Chief Executive Officer, Chief Financial Officer, and three other highest paid executive officers, along with our former Chief Executive Officer and former Chief Financial Officer, can be found in the tables beginning on page 34.

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Executive Compensation Policy
          In 2008, our executive compensation program consisted of a base salary, a cash bonus and a long-term incentive equity award. All elements of the compensation program are designed upon the following principles:
•We pay competitively in terms of type and amount of compensation as compared to other companies in our industry (as discussed below);
•We compensate based upon the responsibilities, complexity and difficulty of the position;
•We compensate to reflect performance of both the individual, the group for which he or she is responsible, and our business;
•A substantial portion of each executive’s total compensation should be in the form of incentive compensation based on the individual executive’s performance during the year;
•Because of the cyclical nature of our industry and other factors related to an executive officer’s overall performance, the incentive bonus compensation should not be based on formulas or pre-set thresholds but should be based on the discretion of the Compensation Committee;
•The compensation program should incentivize executive officers to remain with us over the long-term;
•The compensation program should incentivize executive officers to execute our business plan and our financial objectives consistent with our long-term strategy; and
•We reward annual performance that reflects the execution of our stated strategy.
Determining Executive Compensation for 2008
          The Compensation Committee applies the principles listed above to determine the compensation of each executive officer. The Compensation Committee considered the following information in evaluating the compensation program for 2008 and the compensation of each individual executive officer:
•Marketplace compensation levels for each position provided by the independent compensation consultant retained by the Compensation Committee to assist it in determining the compensation for our executive officers, based on both public and proprietary surveys of oilfield industry compensation, as well as compensation data derived from the proxy statements of oilfield industry peers (our “peer group”);
•A description of the current roles and responsibilities of the current executive officers as provided by the President and Chief Executive Officer;
•Current and historic financial information related to the performance of the Company and each of its segments;
•Information relevant to the internal equity analysis of our executive compensation program; and
•Recommendations of our President and Chief Executive Officer, with respect to the base salary, cash bonus target and equity grant of each executive officer, including each named executive officer.
Market and Peer Group Review
          Each year, including 2008, the Compensation Committee compares our total compensation for each position occupied by our executive officers to the compensation paid by companies in our peer group and compensation data from available surveys of the oilfield services or oil and gas industry, as applicable, for similar positions. The Compensation Committee’s independent consultant proposes companies to be included in the peer group and management annually reviews such proposal to ensure that the most appropriate companies are included therein. The Compensation Committee then reviews and approves the members of the peer group as it deems appropriate. The report of the compensation consultant with respect to 2008 compensation included proxy information on executive officer compensation programs of ten energy services companies of similar size which we consider our peer group companies. For fiscal 2008, the peer group for executive officer compensation consisted of the following companies:
Rowan Companies Inc.Oceaneering International Inc.
McDermott International Inc.Global Industries Ltd.
Cameron International Corp.Complete Production Services, Inc.
Pride International, Inc.Tidewater Inc.
Grant Prideco Inc.Oil States International, Inc.

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          We believe these companies were appropriate for the purpose of our targeted compensation comparison for 2008 because such companies were our direct competitors or were companies that are a likely source of executive talent, their executive officers often have similar positions to or responsibilities of the positions held by our executive officers, each of the companies was of a comparable size to us and each such company is within our same general industry.
          The Compensation Committee was also provided with data from several databases containing survey information (survey data). The survey data is for executive officers with similar positions with roles and responsibilities similar to our executive officers. The report provided by the compensation consultant included data from the Towers Perrin 2007 Oilfield Services Industry Compensation Survey (Oil Field Services Survey) and the William M. Mercer 2007 Energy Industry Compensation Survey (Energy Industry Survey); these were the two principal surveys used by the consultant in generating survey data for our various executive officer positions. The Oilfield Services Survey included information from 15 companies having average revenues for fiscal 2006 equal to approximately $2 billion. The data from the Energy Industry Survey was tailored for each position to include only companies that were most closely aligned with us in terms of revenues and executive officer position. As a result, the number of companies and the average revenue of participants in the Energy Industry Survey varied depending on the position but for each position included information from at least 21 companies having in each case average revenues for fiscal 2006 equal to approximately $1.9 billion. The Oilfield Services Survey was used for each executive officer other than Mr. Kratz, as Executive Chairman, and Mr. Murphy, as Executive Vice President - Oil and Gas. The Energy Industry Survey was used for each executive officer other than Mr. Kratz. The positions held by Messrs. Kratz and Murphy provided difficulties in terms of survey data position matching for 2008 compensation purposes, so in order to obtain information for the positions of Executive Chairman and Executive Vice President — Oil and Gas, the consultant also provided information from the Towers Perrin 2007 Executive Compensation Database Survey and the Towers Perrin 2007 Oil and Gas Compensation Survey (Oil and Gas Survey), respectively. The Towers Perrin 2007 Executive Compensation Database Survey was used to obtain information solely with respect to Executive Chairman and included all the companies in such survey with a similar position. Mr. Murphy’s survey reference data was provided based on both the Energy Industry Survey and the Oil and Gas Survey. The Oil and Gas Survey data was based on companies with oil and gas revenues for fiscal 2006 between $1 billion and $3 billion. In each case where more than one survey was utilized, the Compensation Committee was given an average as determined by the consultant of the amounts shown in the applicable surveys.
          The data derived from the surveys and the proxy peer group is the data used for compensation reference point purposes. With this information, the Compensation Committee reviews and analyzes compensation for each executive officer and makes adjustments as it deems appropriate in its discretion. As a general rule, annual base salary was compared to the 50th percentile (mid-point) of the range of annual cash base compensation paid by our industry peers or applicable survey data. The annual cash bonus award target and the equity-based incentive award for each executive officer were compared, depending on the position, at between the 50th and the 75th (top 25%) percentile of the range of total compensation paid by our industry peers or survey participants to provide an incentive to our executive officers, including the named executive officers, to achieve a level of performance comparable to the top performing companies within the our industry and also to attract and retain highly talented individuals.
          Pursuant to the authority granted to the Compensation Committee pursuant to its charter, the Compensation Committee engages independent compensation consultants to assist the committee in this process. In 2007, the Compensation Committee retained the services of Towers Perrin, an independent consultant that specializes in executive compensation matters. Towers Perrin reported to, and acted at the direction of, the Compensation Committee. Helix management worked closely with Towers Perrin, however, the Compensation Committee retained ultimate control and authority over Towers Perrin. For 2008, Towers Perrin provided survey and proxy peer data on total compensation with respect to the 25th percentile, market median (50th percentile), and 75th percentile of the market. This data was presented to management and the Compensation Committee for its review and analysis in advance of the December 2007 meeting. The survey results and proxy data were taken into consideration by the Chief Executive Officer in determining his recommendations regarding base salary, cash bonus target and equity incentive compensation for each of the executive officers and by the Compensation Committee. The Chief Executive Officer examined the survey and proxy peer data provided by the compensation consultant and made suggestions to the Compensation Committee for each of the executive officers with respect to 2008 base salary, bonus target, and equity grants, as he deemed appropriate considering each of the executive officer’s area of responsibility and performance. The Compensation Committee then determined an appropriate base salary, bonus target and equity award for each executive officer, generally following the target guidelines described above, but considering any other factors the Compensation Committee deemed appropriate in its discretion.
          From time to time the compensation consultant provides additional services and advice to the Compensation Committee including reviewing and advising regarding the terms of employment agreements, advising on the structure and award levels of non-equity based incentive compensation for executive officers, advising with respect to structuring the fees paid to our independent directors as well as equity compensation awarded to our independent directors and providing such other information or advice regarding such other issues as may be requested by the committee.

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CEO Recommendations
          As discussed above, during December 2007, our President and Chief Executive Officer provided recommendations to the Compensation Committee with respect to the 2008 compensation, base salary, equity award and cash bonus target, for each executive officer. These recommendations were based on the survey and proxy peer group data reviewed by the Compensation Committee and a subjective review by the Chief Executive Officer of the complexity and responsibility of each executive officer’s position and each officer’s overall performance and contribution to the Company during the prior year. While the Compensation Committee considered the recommendations of the Chief Executive Officer with respect to these elements of compensation, the Committee independently evaluated the recommendations and made all final compensation decisions. The Compensation Committee in executive session decided the base salary, bonus targets and long-term incentive award of Mr. Kratz, then Executive Chairman, and Mr. Ferron, our former President and Chief Executive Officer.
Elements of our 2008 Compensation
Overview
          During fiscal 2008, the primary elements of compensation earned by each of our executive officers, including our named executive officers, consisted of:
•base salary;
•a short term incentive cash bonus; and
•long-term incentive compensation, in the form of equity-based awards.
          Typically, and as was the case for fiscal 2008, the Compensation Committee reviews and approves each element of compensation separately, and, if necessary, makes adjustments to individual elements of compensation to achieve total targeted compensation that is competitive with our peer group at the desired levels of approximately the 50th or 75th percentile of the market. See “Market and Peer Group Review” above for a discussion of the comparison of our fiscal 2008 compensation to the survey data and the peer group.
We use each element of compensation to satisfy one or more of our stated compensation objectives. Annual executive compensation consists of a base salary, cash bonus, long-term equity incentive awards and certain benefits, including health, disability and life insurance. For purposes of this discussion, total compensation includes the total cash compensation (base salary plus cash bonus) plus long-term equity incentive awards. To ensure appropriate linkage between our objectives and compensation levels, we periodically review the goals and the levels of each element of compensation.


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Base Salary Determination
All of our employees are paid a base salary which represents a fixed sum of compensation due individuals in return for their service to us.          In establishing base salaries for executive officers, including the named executive officers, the Compensation Committee considers a number of factors including the executive’s job responsibilities, individual achievements and contributions, level of experience and personal compensation history. In addition, prior to its December meeting, the Compensation Committee reviews all information it deems to be relevant, including the compensation reported by peer group companies with respect to their executive officers as described in the report of the compensation consultant engaged by the Compensation Committee to assist it in determining executive officer compensation, management proposals or recommendations, historical information regarding the Company’s compensation, and performance. Base salary is set for our named executive officers at the regularly scheduled December meeting of our Compensation Committee, to be effective beginning on the first day of the next calendar year. It is not our policy to pay executive officers at the highest level relative to their peers, but rather to set their base salarysalaries at a level equalcomparable to the 50th or 75th50th percentile of our peer group taking into account their responsibilities and the complexity of their respective positions.market. We believe that this, together with the other elements of our compensation program, provides appropriate compensation to each of our executive officers depending on his or her position and gives us the opportunity to attract and retain talented managerial employees both at the executive level and below.
          After reviewing the peer group and the survey data, the Compensation Committee exercised its discretion and determined a base salary for each executive officer. The target bonus for each of the named executive officers was then established by the Compensation Committee at levels it deemed appropriate after reference to the survey data or our peer group, as applicable. Set forth below are the actual base salary of the named executive officer, and the target bonus for and the actual bonus of the named executive officer.

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Cash Bonus Program
          
The annual incentive compensation plan includes a cash bonus designed to reward our employees, including our executive officers, for the achievement of certain goals in a given year. The bonus opportunitytarget for each executive officer is established in either the December meeting of the Compensation Committee in the prior year or during the committee’s first meeting of the applicable year. In February of each year, prior to granting a bonus with respect to the prior year, managementthe President and Chief Executive Officer reviews each of the three components of each executive officer’s annual cash bonus award. Management then determinesresponsibilities and performance for the prior year, reviews whether theour goals and criteria were achieved during the prior year and makes a recommendation to the Compensation Committee. The committee awards bonuses for the previous year at its first meeting of the year based upon the exercise of its discretion (as discussed in more detail below) considering the previously approved target bonus and after its review of the data provided by management. Bonuses are typically paid in March. The Compensation Committee evaluated many factors and components when determining a bonus payment including the following:
Company Performance
The Compensation Committee reviews our performance, both financial and otherwise, including whether we achieved the budgeted diluted earnings per share for the year, after taking into account the payment of the potential bonuses. The budgeted diluted earnings per share objective established for the payment of bonuses is within the guidance provided to shareholders, potential investors and investment advisors on an annual basis. As a result, our objectives, as stated to the shareholders, potential investors and investment advisors, are aligned with the performance objectives of our named executive officers. In this way, we incentivize each named executive officer to successfully perform during the year in terms of his or her respective responsibilities which, together with its efforts of others, would ultimately cause us to meet our stated business and strategic objectives, including our earnings per share objective. As described below, we did not achieve our financial objectives in 2008.
Group Performance
The Compensation Committee reviews the performance of each of our business segments or groups. The committee evaluates whether the department or division for which each named executive officer has responsibility was well managed, performed effectively in light of market and other conditions, and achieved its budgetary and other goals, i.e., its budgeted revenue (in the case of Mr. Murphy, year over year metrics related to reserves, production and financial results) and/or budgeted cost levels for the year, as well as the overall performance of such department or division.
Personal Performance
The Compensation Committee reviews the overall performance of each executive officer, including the named executive officers, in light of the officer’s job responsibilities, any personal objectives, and general effectiveness of such executive officer with respect to his or her position and responsibilities.
          Set forth below are the actual base salaries for each named executive officer, the target bonus and the actual bonus (paid in March 2009) of the named executive officer:
             
      Bonus 
  Base Salary(1)  Target  Actual 
Owen Kratz $700,000  $1,000,000(2) $0 
Martin R. Ferron  94,231(4)  1,000,000(2)   (4)
A. Wade Pursell  188,115(4)  450,000(3)   (4)
Anthony Tripodo  186,711(5)  450,000(5)  300,000 
Bart Heijermans  450,000   600,000(3)  300,000 
Robert Murphy  450,000   450,000(2)  180,000 
Alisa Johnson  325,000   325,000(2)  285,000 
(1)Annual base salary for each named executive officer is approximately equal to the 50th percentile of the survey data.
(2)Target is in approximately the 50th percentile of the peer group data.
(3)Target is in approximately the 75th percentile of the survey or the peer group data.

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(4)Mr. Ferron resigned effective February 4, 2008. Mr. Pursell resigned effective June 25, 2008. Each such officer received payments in connection with, and pursuant to a contractual arrangement set forth in their respective Separation Agreement between the Company and the applicable former officer. They did not receive a separate bonus for fiscal 2008.
(5)Mr. Tripodo was appointed as our Executive Vice President and Chief Financial officer on June 25, 2008. Mr. Tripodo’s base salary and bonus target were determined pursuant to a negotiated employment agreement entered into at the time of his appointment as an officer. The Compensation Committee had approved the terms of such employment agreement at the time it was entered into by the Company and Mr. Tripodo.
          The cash bonuses paid for 2008 were completely based on the discretion of the Compensation Committee, considering some of the factors described above. The committee, after consultation with Mr. Kratz, determined that the Company had not met its financial and certain other performance objectives for the year and had experienced a substantial deterioration of the share price, and as a result, the three most senior executive officers in charge of the operations of the Company were awarded cash bonuses in amounts substantially less than their bonus targets. The three executive officers in corporate functions (including Mr. Hajdik) were awarded a higher percentage of their bonus targets, because the committee determined that each such officer had performed at a very high level in the performance of his or her responsibilities particularly in light of the various challenges faced by the Company as a result of both factors unique to the Company and a difficult economic environment overall during the second half of 2008. Mr. Kratz, at his recommendation made to the Compensation Committee prior to its deliberations regarding executive officer bonuses, received no bonus for 2008. Mr. Heijermans, our Chief Operating Officer, received 50% of his bonus target and, Mr. Murphy received 40% of his bonus target.
2009 Bonus Plan
     For 2009, the Compensation Committee determined the bonus target for each executive officer in its December meeting. The committee will award bonuses for 2009 at its first meeting in 2010 based upon the exercise of its discretion (as discussed in more detail below) after its review of the data provided by management and any other data deemed appropriate by the compensation consultant (described below), and the exercise ofCompensation Committee in its discretion and bonuses are typically paid in March. Other than bonuses paidwithout reference to employees of Energy Resource Technology GOM, Inc., our wholly owned subsidiary (“ERT”),specific company, group or individual goals. For fiscal 2009, all executive officers, including Mr. Murphy, which are described below, there are three components of the bonus payment:
Company Performance (20% of the total cash bonus)
• In order for a named executive officer to be eligible for this component of the cash bonus, we must achieve the budgeted diluted earnings per share for the year, after taking into account the payment of the potential bonuses. The budgeted diluted earnings per share objective established for the payment of bonuses is within the guidance provided to shareholders, potential investors and investment advisors on an annual basis. As a result, the diluted earnings per share objective is firmly within the range of what we expect to occur for the applicable year, but meeting that expectation requires each named executive officer who is responsible for the performance of each of our principal business or support functions to work diligently to achieve his and our goals. Thus, as a matter of policy, we want the company performance portion of the named executive officer’s bonus to be met as this would mean the Company is meeting its financial goals and its publicly stated objectives. As a result, our objectives, as stated to the shareholders, potential investors and investment advisors, are aligned with the performance objectives of our named executive officers. In this way, we incentivize the named executive officer in charge of the different segments of our operations to successfully perform during the year in terms of meeting his respective goals which, together with its efforts of others, would ultimately cause us to meet our stated earnings per share objective. As described below, we did not achieve our budgeted diluted earnings per share bonus target in 2007 and therefore no named executive officer was eligible for the company performance portion of his cash bonus.
Group Performance (40% of the total cash bonus)
• Each named executive officer must achieve economic objectives for the applicable group for which the executive officer is responsible. In order for the named executive officer to be eligible for the group performance portion of the cash bonus, our department or division for which such named executive officer has budgetary responsibility must achieve its budgetary goals, i.e., its budgeted revenueand/or budgeted cost


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levels for the year. Each of the economic objectives for the applicable group is established based on our actual expectations and collectively make up our overall budget. As in the case of the company performance goal, we believe the group performance objectives can be achieved, but they require expertise, discipline, effort and attention to detail on the part of each executive officer. Historically, named executive officers have generally been able to achieve the objectives when the general industry and economic factors are positive. The named executive officers achieved their group performance objectives in 2007.
Personal Performance (40% of total cash bonus)
• The named executive officer must achieve or accomplish personal performance objectives suggested by the named executive officer prior to the beginning of the applicable year and reviewed and approved by the Chief Executive Officer and the Compensation Committee. These criteria involve individual goals that may relate to theday-to-day operation of the Companyand/or may be strategic in nature. Starting in 2007, in addition to the overall discretion of the Compensation Committee, 30% of the personal performance portion of the cash bonus (12% of the aggregate cash bonus) is specifically based on the discretion of the Compensation Committee. Each of the performance goals is established based on our actual expectations. The objectives are established at levels appropriate to achieve our long-term objectives including improving performance and achieving projected levels of profitability and growth. As in the case of the group performance goals, we believe the personal objectives can be achieved, but they require expertise, discipline, effort and attention to detail on the part of the named executive officers.
Unlike the other named executive officers, Mr. Murphy’swill be awarded their cash bonus is determined pursuant to the annual bonus plan applicable exclusively to ERT. Basedbased on the 2007 results, Mr. Murphy received 80% of his target with no discretionary bonus being awarded. ERT’s bonus plan for 2007 was based on a mathematical formula derived from the year over year growth of four metrics together with a discretionary component. The four metrics are year over year growth expressed as a percentage of eachdiscretion of the following: reserves, production, cash flows and net incomeCompensation Committee. The bonus target for ERT.each named executive officer is set forth below:
     
Owen Kratz - $1,400,000 
Bart Heijermans - $600,000 
Robert Murphy - $600,000 
Tony Tripodo - $450,000 
Alisa B. Johnson - $375,000 
          
Equity Incentive Awards
          
In addition to total cash compensation, each officer receives a long-term equity award under our 2005 Plan (with respect to 2007,2008, in the form of restricted stock) in an amount based on the value of the underlying award necessary to place the applicable officer in the 50th or 75th50th to 75th percentile for equity compensation for companies in our peer group. WeAs a result of the changes to regulatory, tax and accounting treatment of certain types of long-term equity incentives, we currently believe that long-term equity incentive compensation advancesrestricted stock awards are the best interests ofmost efficient way to reward executive officers and provide them with the Company and its shareholders by providing those persons who have substantial responsibility for the management and growth of the Company with additional performance incentives as well as the opportunitychance to obtain or increase theirreceive a proprietary interest in the Company, thereby encouraging thembut we will periodically reevaluate that determination and may grant other types of equity-based incentive compensation in the future, including stock options. The Compensation Committee believes that equity-based incentive awards provide a proprietary interest for the executive officers in the Company and encourages such executive officer to continue in their employment with the Company.us. We believe that as a result of their proprietary interest in the Company, the economic interests of our executive officers are more closely aligned to those of our shareholders. We also believe such grants are an important retention tool with respect to such employees, including our executive officers. The restricted stock awards contain restrictions such that the executive officer must remain with us until the date of vesting. Restricted stock awards typically vest one-fifth annually after the original award date. Pursuant to the terms of the restricted stock award agreements, any unvested stock award is forfeited if the executive officer terminates employment with the Company.
In determining each executive officer’s equity grant, the Compensation Committee reviews the survey information and peer group data provided by the compensation consultant, as discussed below,above, and management’sthe Chief Executive Officer’s recommendation regarding the equity grant and, through the exercise of its discretion, makes its determination at its December meeting. After

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reviewing all information it deemed to be relevant, including the compensation reported in industry surveys and by peer group companies with respect to their executive officers, management proposals or recommendations, historical information regarding Helix’s equity incentive compensation and any other fact the Compensation Committee deemed relevant in its sole discretion, the equity awards for each of the named executive officers were set by the committee. Historically, executive officers have received significant grants on or immediately after the start of their employment with the Company, and this practice is reflected in the grant to Mr. Tripodo.
          Approximately 61.42% of the shares of restricted stock granted under the 2005 Plan have been granted to employees that are named executive officers or directors through December 31, 2008. During 2008, a total of 70 employees and six non-employee directors received restricted stock awards equal to an aggregate of 0.67% of the outstanding shares of our common stock on March 9, 2009, including the named executive officers, who received 375,320 shares of restricted stock or 57.0% of the total restricted stock grants in fiscal year 2008 and the non-employee directors, who received 138,665 shares of restricted stock or 21.1% of the total restricted stock grants for fiscal year 2008.
Perquisites
          We limit the perquisites that we make available to our named executive officers, particularly in light of recent developments with respect to disclosure of and abuse involving perquisites. Our named executive officers are entitled to no significant 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.
Benefits
          We offer a variety of health and welfare and retirement programs to all eligible employees. The executive officers generally are eligible for the same benefit programs on the same basis as the rest of our broad-based 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 the employee’s personal savings and social security. The retirement program is our Helix Energy Solutions Group, Inc. Employees Retirement Savings Plan, which is a 401(k) plan. With respect to all employees who participate in our 401(k) plan, the Company currently matches 50% of the employees’ pre-tax contributions up to 5% of the employee’s salary (including bonus) subject to contribution limits. All of our named executive officers participated in our 401(k) plan and received matching funds in 2008. Our health and insurance plans are the same for all employees. In general, our employees pay approximately 30% of the health insurance premium due.
Pension Benefits
          Although our named executive officers do not generally have pension or other retirement benefits, Mr. Murphy had benefits pursuant to a pension plan made available to certain officers of Remington Oil & Gas Corporation, which we acquired in July 2006. All benefits under that plan were accrued by a trust established by Remington and we have incurred no additional obligation related thereto. All benefits under that pension plan were paid to Mr. Murphy during 2008 and he has no further rights under such pension plan.
Components of the Compensation Committee Analysis
          Set forth below are some of the components that impact the compensation decisions made by the Compensation Committee. These factors or components are not intended to be exhaustive.
Considerations Regarding Roles and Responsibilities
          The roles and responsibilities of each named executive officer are taken into account in two distinct ways when determining compensation. First, the roles and responsibilities are considered by the Compensation Committee, as well as by its independent compensation consultant, when determining the applicable comparable position for inclusion in the peer group and survey data compensation information. Second, the Compensation Committee evaluates the responsibilities and the complexity of the respective officer’s specific position to determine whether such officer should receive compensation, or a mix of compensation, that is different from the other named executive officers. The Compensation Committee has the authority to consider the respective roles and responsibilities of each named executive officer in any way it deems appropriate in its judgment. For example, it is possible that the Compensation Committee could exercise its discretion and decide that a certain officer should receive base salary equal to the 75th

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percentile of his or her respective peer group or survey data because the responsibilities of the position were more demanding than his or her peers within the peer group.
Discretion of the Compensation Committee
          The Compensation Committee retains overall discretion with respect to all aspects of our compensation program for our executive officers, and in particular, has complete discretion with respect to executive officer bonuses. The committee may elect to consider any performance criteria (company, department and/or individual), the achievement of strategic objectives, a change in the stock price or financial position of the Company, and any other factor it deems appropriate. The Compensation Committee may grant additional discretionary bonuses as a result of our achievements during the year.
General Information
          No element of an officer’s compensation is directly linked to any other element and the Compensation Committee does not have an exact formula for allocating between cash and non-cash compensation. We strive to design a compensation package that uses total cash compensation (salary plus annual cash bonus) to recognize each individual officer’s responsibilities, role in the organization, experience and contributions to the Company and uses long-term equity-based incentives to align employee and shareholder interests, as well as to attract, retain and motivate employees. All such compensation is compared against our peer group or survey reference data.
          The Compensation Committee believes that a significant portion of the executive officers’ compensation should be tied to performance. The Compensation Committee reviews financial and non-financial data related to the performance of the Company, the business segment or group, if applicable, and the individual in determining compensation.
          Generally speaking, the elements of our compensation program, as well as the percentage mix of the various elements, are in line with those of other companies in our industry, as is evidenced by data obtained from the compensation consultant engaged by the Compensation Committee, as described above. It is our belief that the compensation program as adopted by the Compensation Committee achieves our objectives of attracting and retaining key executive officers, motivating such officers to achieve our financial and strategic objectives and rewarding such officers for successfully performing the responsibilities of their respective positions.
Tax Considerations
          Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on the amount of compensation that may be deducted by us in any year with respect to the named executive officers unless the compensation is performance-based compensation as described in Section 162(m) and the related regulations. Although the Compensation Committee may take into account the potential application of Section 162(m) on its compensation decisions, including the grant of long-term incentive compensation awards, it may approve compensation that exceeds the above-referenced 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 for tax purposes.
Compensation Processes
          As described above, annual executive compensation consists of a base salary, cash bonus and long-term equity incentive awards plus benefits. The Compensation Committee reviews each component of such compensation, other than benefits that are available to all employees, for the next fiscal year at its meeting in December of each year and typically grants restricted stock awards to all of our executive officers and certain other eligible employees and determines executive officer base salaries and bonus targets at that meeting. At its first meeting of the following year, after the Compensation Committee has had an opportunity to evaluate performance results for the preceding year, the Compensation Committee approves the cash bonus for each of the executive officers payable with respect to the preceding year.
          The compensation consultant is retained by the Compensation Committee well in advance of the December meeting, and provides a report to the Compensation Committee regarding market compensation data for each executive officer in advance of such meeting. After reviewing the data in such report, the Chief Executive Officer evaluates each executive officer’s compensation based upon each executive officer’s current and historical compensation information; information provided by the compensation consultant regarding the compensation practices of similarly situated competitors; the responsibilities, difficulty and complexity of the position; and performance during the year and makes a recommendation to the Compensation Committee based on that evaluation. The Compensation Committee then, in its discretion, determines each element of the compensation of each of the executive officers.

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          Senior members of our management team including the Chief Executive Officer provide recommendations regarding many aspects of our compensation program, including executive compensation. The Compensation Committee does not, however, delegate any of its functions or authority to management (other than the issuance of certain equity incentive compensation awards pursuant to the terms of the 2005 Plan to new hires or employees who are promoted).
With respect to restricted stock grants to allcertain management employees, including grants to the named executive officers, theour practice of the Company is to make the grants on the first business day of each calendar year, with the amount of the grant is based on dividing the dollar value of each proposed grant by the closing price for the Company’sour common stock on the last business day of the prior year. (For example, grants made in 20072008 were made on January 2, 2007,2008, and were based on the closing price of our stock on December 29, 2006)31, 2007). In addition, restricted stock may be awarded on certain other dates during the year including the start date of new employees (including any new executive officer), promotions of existing employees, and certain anniversary dates for non-employee directors. Under the 2005 Plan, our Chief Executive Officer has the power to grant options and restricted stock with respect to not more than 200,000 shares per fiscal year as an inducement to hire prospective employees or to employees who receive promotions during the year, in each case who will not be officers of the Company subject to the provisions of Section 16 of the Exchange Act. Grants to newly hired employees are effective on the employee’s first day of


27

employment. Mr. Heijermans and Mr. Murphy eachTripodo received an equity grantsgrant upon beginning theirhis employment with the Companyus which areis reflected in the compensation tables contained herein.
Considerations Regarding Roles and ResponsibilitiesServices Provided by Former CFO
          We entered into an eighteen-month consulting agreement with Mr. Pursell, our former Executive Vice President and Chief Financial Officer, for transition and advisory consulting services pursuant to which Mr. Pursell receives monthly consulting fees equal to $30,415. The consulting arrangement was negotiated simultaneously with Mr. Pursell’s resignation from the Company and the negotiation of his severance arrangement. The Compensation Committee reviewed and approved the consulting agreement in connection with Mr. Pursell’s resignation.
The rolesSeverance Arrangement with Former CEO and responsibilitiesFormer CFO
          We entered into severance agreements with each of each namedMr. Ferron, our former Chief Executive Officer, and Mr. Pursell, our former Chief Financial Officer, at the time of their resignation as executive officer are taken into account in two distinct ways when determining compensation. First,officers. Neither the roles and responsibilities are considered byCompany nor the Compensation Committee as well as by the compensation consultant, whenhas specific guidelines for determining the applicable comparable position for inclusion inamount of any severance payment. After taking into account the peer group compensation information. Second, the Compensation Committee then evaluates the responsibilities and the complexity of the respective officer’s specific position to determine whether such officer should receive compensation, or a mix of compensation, that is different from the other named executive officers. The Compensation Committee has the authority to consider the respective roles and responsibilities of each named executive officer in any way it deems appropriate in its judgment. For example, it is possible that the Compensation Committee could exercise its discretion and decide that a certain officer should receive base salary equal to the 75th percentileprovisions of his or her respective peer group because the responsibilities of the position were more demanding than his or her peers within the peer group. Historically, with respect to the Executive Chairman and the Chief Executive Officer, although their positions generally result in the same peer group compensation information from the compensation consultant, their individual roles and responsibilities are considered byemployment agreement, the Compensation Committee when determining actual cash or equity compensation.
Discretionmay exercise its discretion to determine the amount and timing of the Compensation Committee
The Compensation Committee retains overall discretion with respect to all aspects of our compensation program, including the following:
• The Compensation Committee may elect to amend or waive any performance criteria (company, group or individual) for any reason including a change in circumstances after the beginning of the applicable year, such as a change in our strategic objectives, a change in the regulatory environment or any other change not in the control of the specific named executive officer that would materially affect the performance criteria of a named executive officer. The Compensation Committee utilizes this type of discretion or adjustment due to the fact that we operate in a fluid and cyclical industry where there is constant change. Individual goals or criteria are often based on anticipated projects, some of which may not continue to develop as a result of economic or strategic decisions by us and do not reflect the performance of the applicable executive officer.
• The Compensation Committee may grant additional discretionary bonuses as a result of our achievements during the year. The Compensation Committee may determine that a discretionary bonus is appropriate as a result of particular projects or circumstances that create additional demands on officers and employees beyond the scope of those contemplated at the time target cash bonuses were established and beyond the scope of their ordinary job responsibilities.
• As described above, the Compensation Committee has discretionary authority with respect to 30% of the personal performance criteria of each named executive officer, other than Mr. Murphy, for which the Compensation Committee has discretion with respect to 20% of the entire bonus.
General Information
No element of an officer’s compensation is directly linked to any other elementtermination related payments and the Compensation Committee does not have an exact formula for allocating between cash and non-cash compensation. We strive to design a compensation packagebenefits that uses total cash compensation (salary plus annual cash bonus) to recognize each individual officer’s responsibilities, role in the organization, experience and contributionswill be offered to the Company and uses long-term equity-based incentives to align employee and shareholder interests, as well as to attract, retain and motivate employees. All such compensation is benchmarked against our peer group.
Generally speaking, the elements of the Company’s compensation program, as well as the percentage mix of the various elements, are in line with those of our peer companies, as is evidenced by data obtained from the compensation consultant engaged by the Compensation Committee, as described below. It is our belief that the


28

compensation program as adopted by the Compensation Committee achieves our objectives of attracting and retaining key executive officers, motivating such officers to achieve superior performance and rewarding such officers for successfully achieving their objectives.
Compensation Consultant
We perform an annual comparison of our compensation levels with that of similar positions at companies in our peer group, as described below. Pursuant to the authority granted to the Compensation Committee pursuant to its charter, the Compensation Committee periodically reviews peer group compensation and engages independent compensation consultants to assist theofficer, including any named executive officer. The committee in this process.
In 2006, the Compensation Committee retained the services of Mercer Human Resource Consulting (“Mercer”), an independent consultant that specializes in executive compensation matters, to assist in the Compensation Committee’s compensation determinations for the calendar year 2007. Mercer has provided similar services to us forconsiders a number of years. The Compensation Committee selected Mercer based upon the recommendation of certain directors and a review of Mercer’s experience and qualifications as compared to similar organizations, as well as the Company’s past experiences with Mercer. Mercer reports to, and acts at the direction of, the Compensation Committee. Helix management worked closely with Mercer to assist Mercerfactors in determining an appropriate peer group and receives Mercer’s reports and data. However, the Compensation Committee retained ultimate control and authority over Mercer.
Mercer was engaged to assess the competitiveness of our compensation package for all employees located in the United States. Mercer did a survey of the current compensation of the applicable employees, including the named executive officers, and provided informationmaking its determination regarding the compensation practices for executive officerspayment of our peer group. Management annually reviews the companies included in the peer group in order to ensure that the most appropriate companies are included therein. The peer group includes companies consisting of our direct competitors in the energy services and oil and gas exploration industries that are comparable in size (based on revenue and market capitalization) to us and other companies in our industry that management believes compete with Helix for executive talent. The executive officer compensation peer group companies for 2007 (as set forth in the December 2006 report) consisted of Cameron International Corp., FMC Technologies, Inc., Grant Prideco, Inc., McDermott International, Inc., Newfield Exploration Co., Oceaneering International, Inc., Tidewater, Inc., Superior Energy Services, Inc., and Veritas DGC, Inc.
Compensation Components and Processes
As described above, annual executive compensation consists of a base salary, cash bonus and long-term equity incentive awards plusseverance benefits. The Compensation Committee reviews each componentconsidered the years of such compensation, other than benefits that are available to all employees, for the next fiscal year at its meeting in December of each year and typically grants restricted stock awards to all of our executive officers and certain other eligible employees and determines executive officer base salaries at that meeting. At its first meeting of the following year, once performance results for the preceding year for individual, department and company-wide performance criteria are available, the Compensation Committee approves the cash bonus for each of the executive officers payable with respectservice to the preceding year.
The compensation consultant is retained by the Compensation Committee well in advance of the December meeting. For 2007, Mercer provided data on total compensation with respect to the 25th percentile, market median (50th percentile), and 75th percentile of the peer group. This data was presented to management and the Compensation Committee for their review and analysis in advance of the December 2006 meeting. The survey results were taken into consideration by the Chief Executive Officer in determining his recommendations regarding base salary, cash bonus and equity incentive compensation for each of the executive officers. After reviewing the data in such report, the Chief Executive Officer evaluates each person’s compensation based upon each executive officer’s current and historical compensation, information provided by the compensation consultant regarding the compensation practices of similarly situated competitors, the difficulty and complexity of the position, and performance during the year and makes a recommendation to the Compensation Committee based on that evaluation. The Compensation Committee then in its discretion determines each element of the compensation of each of the executive officers.


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Senior members of our management team including the Chief Executive Officer provide recommendations regarding many aspects of our compensation program, including executive compensation. The Compensation Committee does not, however, delegate any of its functions or authority to management (other than the issuance of certain equity incentive compensation awards pursuant toCompany, the terms of each former executive officer’s employment agreement, the 2005 Plan to new hires or employees who are promoted).
Base Salaryspecific circumstances regarding the resignation and Bonus Determination
The base salary for eachthe type of the named executive officers for 2007 was set at either the 50th or 75th percentile of our peer group. The target bonus for each of the named executive officers other than Mr. Murphy, whose bonus arrangement is described above, was then established at levels necessary to result in total cash compensation for each named executive officer to be at eitherreceived when approving the 50th or the 75th percentile of our peer group. Set forth below are the target base salaries established using the 50th or 75th percentile of our peer group, as indicated, the actual base salary of the named executive officer, the target bonustermination agreements negotiated between us and the actual bonus of the named executive officer.
                 
  Base Salary  Bonus 
  50th or 75th  Actual  Target  Actual 
 
Owen Kratz $662,000  $662,000  $978,000  $400,000 
Martin R. Ferron  662,000   662,000   978,000   978,000 
A. Wade Pursell  340,000(1)  340,000   448,000(1)  250,880 
Bart Heijermans  425,000(1)  425,000   552,000(1)  510,000 
Robert Murphy  425,000(1)  425,000   850,000   680,000 
(1)Target is in the 75th percentile.
With respect to the cash bonus payable for 2007, the Company did not achieve the financial objectives determined at the beginning of the yearMr. Ferron and as a result, the company performance portion of the bonus was notMr. Pursell, respectively. The amounts paid to any executive officer. Essentially all of the group performance pay objectives for the namedsuch executive officers were met and a portion of the personal performance goals were met resulting in bonus payouts to named executive officers for 2007 of $2,818,880.
As described above, pursuant to ERT’s bonus plan for 2007, Mr. Murphy’s bonus is determined mathematicallynot based on four metrics, plus a potential discretionary component. With respect to 2007, the Compensation Committee determined that based on the established formula previously approved by the Compensation Committee, Mr. Murphy achieved actual growth in reserves, production and cash flows resulting in an aggregate bonus of $680,000. The other named executive officers achieved the following percentages of the three components of the cash bonus program as set forth below:
                                 
  Personal Performance  Company Performance  Group Performance       
  %
  Amount
  %
  Amount
  %
  Amount
       
  Achieved  Paid  Achieved  Paid  Achieved  Paid  Discretionary  Total 
 
Owen Kratz  2% $8,800   0% $0   100% $391,200  $0  $400,000 
Martin R. Ferron  —(1)  —(1)  —(1)  —(1)  —(1)  —(1)  —(1)  978,000 
A. Wade Pursell  40%  71,600   0%  0   100%  179,200   0   250,880 
Bart Heijermans  100%  220,800   0%  0   100%  220,800   68,400   510,000 
Robert Murphy(2)  —(2)  —(2)  —(2)  —(2)  —(2)  —(2)  —(2)  680,000 
��
(1)Mr. Ferron resigned effective February 4, 2008 and his 2007 bonus was determined based upon a contractual arrangement set forth in the Separation Agreement between the Company and Mr. Ferron.
(2)Mr. Murphy’s bonus is determined based on a separate bonus plan, as described above.
The Compensation Committee awarded a discretionary bonus in the amount of $68,400 to reward Mr. Heijermans for his work during the year and to reflect the success of the services segment of our business. Mr. Heijermans was in charge of the development of several deepwater assets during the year, including the upgrade of the Q4000 and the conversion of vessels into either deepwater pipelay vesselsmathematical calculation or floating production units.formula-based determination.


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Long-Term Equity Compensation
Each of our executive officers receives restricted stock grants under the Company’s 2005 Plan. As a result of the changes to regulatory, tax and accounting treatment of certain types of long-term equity incentives, we currently believe that restricted stock awards are the most efficient way to reward executive officers and provide them with the chance to receive a proprietary interest in the Company, but we will periodically reevaluate that determination and may grant other types of equity-based incentive compensation in the future, including stock options. In 2007, each executive officer received a long-term equity incentive award in an amount based on the value of the underlying award necessary to place the applicable officer in the 50th or 75th percentile for equity incentive compensation for similar positions within companies in the peer group.
After reviewing all information it deemed to be relevant, including the compensation reported by peer group companies with respect to their executive officers, management proposals or recommendations, historical information regarding Helix’s equity incentive compensation and any other fact the Compensation Committee deemed relevant in its sole discretion, the equity awards for each of the named executive officers were set at the 75th percentile of our peer group, except for Mr. Kratz and Mr. Ferron who received awards approximately equal to the 50th percentile of our peer group. Historically, executive officers have received significant grants on or immediately after the start of their employment with the Company, and this practice is reflected in grants to Mr. Heijermans in 2005 and grants to Mr. Murphy in 2006. Mr. Murphy did not receive an additional grant of equity compensation in January 2007 as a result of the large grant in July 2006.
Each of our employees and directors is eligible for grants of equity incentive compensation pursuant to the 2005 Plan. Approximately 51.6% of the shares of restricted stock granted under the 2005 Plan have been granted to employees that are named executive officers or directors through December 31, 2007. During 2007, a total of 71 employees and six non-employee directors received restricted stock awards equal to an aggregate of 0.8% of the outstanding shares of our common stock on March 28, 2008, including the named executive officers, who received 271,119 shares of restricted stock or 38.5% of the total restricted stock grants in fiscal year 2007 and the non-employee directors, who received 19,662 shares of restricted stock or 2.8% of the total restricted stock grants for fiscal year 2007.
Perquisites
We limit the perquisites that we make available to our named executive officers, particularly in light of recent developments with respect to corporate crime and abuse involving perquisites. Our named executive officers are entitled to few 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.
Benefits
With respect to all employees who participate in our 401(k) plan, the Company currently matches 50% of the employees’ pre-tax contributions up to 5% of the employee’s salary (including bonus) subject to contribution limits. All of our named executive officers participated in our 401(k) plan and received matching funds in 2007. Our health and insurance plans are the same for all employees. In general, our employees pay approximately 40% of the health insurance premium due.
Pension Benefits
Although our named executive officers do not generally have pension or other retirement benefits, Mr. Murphy had benefits pursuant to a pension plan made available to certain officers of Remington Oil & Gas Corporation, which we acquired in July 2006. All benefits under that plan were accrued by a trust established by Remington and we have incurred no additional obligation related thereto. All benefits under that pension plan will be paid to Mr. Murphy during 2008 and he will have no further rights under such pension plan.


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Tax Considerations
Although the Compensation Committee may take into account the potential application of Section 162(m) on its compensation decisions, including the grant of long-term incentive compensation awards, it may approve compensation that will not meet these requirements in order to ensure competitive levels of compensation for our executive officers.
REPORT OF THE COMPENSATION COMMITTEE ON
FISCAL 20072008 EXECUTIVE COMPENSATION
          
The Compensation Committee of the Board of Directors (the “Committee”) is composed of Messrs. TransierLovoi (Chair), Ahalt, LovoiTransier and Watt. Each member of the Committee is a non-employee independent director. The Committee is responsible for establishing the compensation policies and administering the compensation programs for Helix’s executive officers, and administers the grant of stock-based awards under the Company’sour 2005 Long Term Incentive Plan.
          
The Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” provisions to be included in the Company’s 2008our 2009 Proxy Statement on Schedule 14A, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy”). Based on that review and discussion, the Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy.
COMPENSATION COMMITTEE:
William L. Transier,John V. Lovoi, Chair
Gordon F. Ahalt
John V. LovoiWilliam L. Transier
James A. Watt
The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in such filing.
EXECUTIVE OFFICERS OF THE COMPANY
     The executive officers of Helix are as follows:
NameAgePosition
Owen Kratz54President and Chief Executive Officer and Director
Bart H. Heijermans42Executive Vice President and Chief Operating Officer
Robert P. Murphy50Executive Vice President — Oil & Gas
Anthony Tripodo56Executive Vice President and Chief Financial Officer
Alisa B. Johnson51Executive Vice President, General Counsel and Corporate Secretary
Lloyd A. Hajdik43Senior Vice President — Finance and Chief Accounting Officer
Owen Kratzis President and Chief Executive Officer of Helix. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer. He was appointed Chairman in May 1998 and served as the Company’s Chief Executive Officer from April 1997 until October 2006. Mr. Kratz served as President from 1993 until February 1999, and has served as a Director since 1990. He served as Chief Operating Officer from 1990 through 1997. Mr. Kratz joined Helix in 1984 and held various offshore positions, including saturation diving supervisor, and had management responsibility for client relations, marketing and estimating. From 1982 to 1983, Mr. Kratz was the owner of an independent marine construction company operating in the Bay of Campeche. Prior to 1982, he was a superintendent for Santa Fe and various international diving companies, and a diver in the North Sea. Mr. Kratz is also Chairman of the Board of Directors of Cal Dive International, Inc. Mr. Kratz has a Bachelor of Science degree from State University of New York.
Bart H. Heijermansbecame Executive Vice President and Chief Operating Officer of Helix in September 2005. Prior to joining Helix, Mr. Heijermans worked as Senior Vice President Offshore and Gas Storage for Enterprise Products Partners, L.P. from 2004 to 2005 and previously from 1998 to 2004 was Vice President Commercial and Vice President Operations and Engineering for GulfTerra Energy Partners, L.P. Before his employment with GulfTerra, Mr. Heijermans held various positions with Royal Dutch Shell in the United States, the United Kingdom and the Netherlands. Mr. Heijermans received a Master of Science degree in Civil and Structural Engineering from the University of Delft, the Netherlands and is a graduate of the Harvard Business School Executive Program.
Robert P. Murphywas elected as Executive Vice President — Oil & Gas of Helix on February 28, 2007, and as President and Chief Operating Officer of Helix Oil & Gas, Inc., a wholly owned subsidiary, on November 29, 2006. Mr. Murphy joined Helix on July 1, 2006 when Helix acquired Remington Oil & Gas Corporation, where Mr. Murphy served as President, Chief Operating Officer and was on the Board of Directors. Prior to joining Remington, Mr. Murphy was Vice President — Exploration of Cairn Energy USA, Inc,


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of which Mr. Murphy also served on the Board of Directors. Mr. Murphy received a Bachelor of Science degree in Geology from The University of Texas at Austin, and has a Master of Science in Geosciences from the University of Texas at Dallas.
     Anthony Tripodowas elected as Executive Vice President and Chief Financial Officer on June 28, 2008. Mr. Tripodo oversees the finance, treasury, accounting, tax, information technology, administration and corporate planning functions. Mr. Tripodo was a director of Helix from February 2003 until June 2008. Prior to joining Helix, Mr. Tripodo was the Executive Vice President and Chief Financial Officer of Tesco Corporation. From 2003 through the end of 2006, he was a Managing Director of Arch Creek Advisors LLC, a Houston based investment banking firm. From 2002 to 2003, Mr. Tripodo was Executive Vice President of Veritas DGC, Inc., an international oilfield service company specializing in geophysical services. Prior to becoming Executive Vice President, he was President of Veritas DGC’s North and South American Group. From 1997 to 2001, he was Executive Vice President, Chief Financial Officer and Treasurer of Veritas. Previously, Mr. Tripodo served 16 years in various executive capacities with Baker Hughes, including serving as Chief Financial Officer of both the Baker Performance Chemicals and Baker Oil Tools divisions. Mr. Tripodo also serves as a director of TXCO Resources Inc., an independent oil and gas enterprise with operations primarily in Texas, onshore Gulf Coast region and Western Oklahoma. He graduated Summa Cum Laude with a Bachelor of Arts degree from St. Thomas University (Miami).
Alisa B. Johnsonjoined the Company as Senior Vice President, General Counsel and Secretary of Helix in September 2006, and in November 2008 became Executive Vice President, General Counsel and Secretary of the Company. Ms. Johnson has been involved with the energy industry for over 18 years. Prior to joining Helix, Ms. Johnson worked for Dynegy Inc. for nine years, at which company she held various legal positions, including Senior Vice President and Group General Counsel — Generation. From 1990 to 1997, Ms. Johnson held various legal positions at Destec Entergy, Inc. Prior to that Ms. Johnson was in private law practice. Ms. Johnson received her Bachelor of Arts degree Cum Laude from Rice University and her law degree Cum Laude from the University of Houston.
Lloyd A. Hajdikjoined the Company in December 2003 as Vice President — Corporate Controller. Mr. Hajdik became Chief Accounting Officer in February 2004 and in November 2008 he became Senior Vice President — Finance and Chief Accounting Officer. Prior to joining Helix, Mr. Hajdik served in a variety of accounting and finance-related roles of increasing responsibility with Houston-based companies, including NL Industries, Inc., Compaq Computer Corporation (now Hewlett Packard), Halliburton’s Baroid Drilling Fluids and Zonal Isolation product service lines, Cliffs Drilling Company and Shell Oil Company. Mr. Hajdik was with Ernst & Young LLP in the audit practice from 1989 to 1995. Mr. Hajdik graduated Cum Laude from Texas State University receiving a Bachelor of Business Administration degree. Mr. Hajdik is a Certified Public Accountant and a member of the Texas Society of CPAs as well as the American Institute of Certified Public Accountants.

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EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Summary Compensation Table
          
The following table provides a summary of the cash and non-cash compensation for the years ended December 31, 2006, and December 31, 2007 and December 31, 20062008 for each of (i) the principal executive officer, the Chief Executive Officer and the Chief Financial Officer, and (ii) each of the twothree most highly compensated executive officers of the Company during 20072008 other than the principal executive officer, the Chief Executive Officer or Chief Financial Officer and (iii) the former Chief Executive Officer and the former Chief Financial Officer.
                                 
                      Non-Equity    
              Stock Option Incentive Plan All Other  
          Bonus Awards Awards Compensation Compensation Total
Name and Principal Position Year Salary ($) ($)(2)(3) ($)(4) ($)(4) ($)(5) ($)(6) ($)
Owen Kratz, Chief Executive  2008  $697,307  $-0-  $1,712,459  $135,109  $-0-  $5750  $2,950,625 
Officer and President (1)  2007  $662,000   -0-  $1,112,461  $218,510  $400,000  $5,625  $2,398,596 
   2006  $389,423   -0-  $550,461  $218,510  $529,760  $5,500  $1,693,654 
                                 
Anthony Tripodo, Executive  2008  $186,711  $375,000(8) $334,264(9)  -0-   -0-  $5,750  $901,725 
Vice President and Chief
Financial Officer(7)
                                
                                 
Bart Heijermans, Executive  2008  $448,269  $300,000  $1,557,486   -0-   -0-  $7,765  $2,313,520 
Vice President and Chief  2007  $425,000   68,400  $1,502,318   -0-  $441,600  $11,189  $2,448,507 
Operating Officer  2006  $340,000  $125,000  $1,257,117   -0-  $200,000  $12,038  $1,934,155 
                                 
Robert Murphy, Executive  2008  $448,269  $180,000  $1,200,018   -0-   -0-  $8,160  $1,836,447 
Vice President — Oil &  2007  $425,000   -0-  $1,300,076   -0-  $680,000  $13,267  $2,418,343 
Gas(10)
  2006  $425,000  $850,000(11) $900,068   -0-   -0-   -0-  $2,175,068 
                                 
Alisa B. Johnson, Executive  2008  $323,750  $285,000  $364,400   -0-   -0-  $7,062  $980,212 
Vice President and  2007  $278,000   -0-  $174,396   -0-  $188,800  $8,119  $649,315 
General Counsel(12)
  2006  $80,000   -0-  $43,332   -0-  $130,000  $600  $253,932 
                                 
Martin R. Ferron, former Chief  2008  $94,230   -0-  $3,132,535  $507,731   -0-  $1,654,599  $5,389,095 
Executive Officer and President(13)
  2007  $662,000   -0-  $1,172,756  $111,650  $978,000  $13,365  $2,937,771 
   2006  $446,189  $250,000  $610,756  $111,650  $599,386  $12,324  $2,030,305 
                                 
A. Wade Pursell, former Executive  2008  $188,115   -0-  $842,630  $154,368   -0-  $55,074(7)(8) $1,491,067 
Vice President and Chief  2007  $340,000   -0-  $419,111  $77,917  $250,880  $13,383  $1,101,291 
Financial Officer(14)
  2006  $245,102  $75,000  $187,312  $77,917  $255,940  $12,310  $853,581 
                                 
                                     
            Non-Equity
      
        Stock
 Option
 Incentive Plan
 All Other
    
      Bonus
 Awards
 Awards
 Compensation
 Compensation
 Total
  
Name and Principal Position
 Year Salary ($) ($)(2)(3) ($)(4) ($)(4) ($)(5) ($)(6) ($)  
 
Owen Kratz,  2007  $662,000   -0-  $1,112,461  $218,510  $400,000  $5,625  $2,398,596     
Executive Chairman(1)  2006  $389,423   -0-  $550,461  $218,510  $529,760  $5,500  $1,693,654     
Martin R. Ferron,  2007  $662,000   -0-  $1,172,756  $111,650  $978,000  $13,365  $2,937,771     
Chief Executive Officer and President  2006  $446,189  $250,000  $610,756  $111,650  $599,386  $12,324  $2,030,305     
A. Wade Pursell,  2007  $340,000   -0-  $419,111  $77,917  $250,880  $13,383  $1,101,291     
Executive Vice President and Chief  2006  $245,102  $75,000  $187,312  $77,917  $255,940  $12,310  $853,581     
Financial Officer                                    
Bart Heijermans,  2007  $425,000   68,400  $1,502,318   -0-  $441,600  $11,189  $2,448,507     
Executive Vice President and  2006  $340,000  $125,000  $1,257,117   -0-  $200,000  $12,038  $1,934,155     
Chief Operating Officer                                    
Robert Murphy,  2007  $425,000   -0-  $1,300,076   -0-  $680,000  $13,267  $2,418,343     
Executive Vice President — Oil & Gas(7)  2006  $425,000  $850,000(8) $900,068   -0-   -0-   -0-  $2,175,068     
 
(1)Mr. Kratz’s title was changed to President and Chief Executive Officer effective February 28, 2008.
 
(2)The bonus and the non-equity incentive plan compensation reflected for 2008, 2007 and 2006 is based on that year’s performance but was actually paid in 2009, 2008 and 2007, respectively.
 
(3)Prior to the Securities and Exchange Commission’s adoption in 2006 of amendments to the disclosure requirements for named executive officer compensation, we disclosed cash awards made pursuant to our incentive compensation plan in the Bonus column of the Summary Compensation Table pursuant to the disclosure requirements existing at the time such disclosures were made. In thisthe 2008 proxy statement, pursuant to the amended disclosure requirements promulgated by the Securities and Exchange Commission in 2008, 2007 and 2006, the cash performance bonuses awarded pursuant to our incentive compensation plan are disclosed in the Non-Equity Incentive Plan Compensation column and the cash discretionary bonuses awarded by the Compensation Committee are disclosed in the Bonus column. All amounts awarded to executive officers for the 2008 calendar year were at the discretion of the Compensation Committee and, as a result, all of the 2008

34

bonus is set forth in the Bonus column. The amounts disclosed in the Bonus column of this table represent discretionary bonuses. The amounts in both the Bonus column and the Non-Equity Incentive Plan Compensation column were paid in March of the year after the year reflected.
 
(4)The amounts shown in these columns represent the expense recognized in the years ended December 31, 2008, 2007 and 2006, respectively, as calculated in accordance with the provisions of SFAS 123R, and as a result, may include amounts from awards granted in, or prior to, 2008, 2007 and 2006, respectively. See the “Grant of Plan-Based Awards” table below for details of the 2007 and 2006 stock awards and the related grant date fair market value.
 
(5)TheFor 2006 and 2007, the named executive officers were eligible for annual incentives, based on achievement of certain individual, group and corporate performance criteria under the Compensation Committee approved compensation plan. The actual bonus payments to the named executive officers consisted of bonuses based on individual performance objectives together with departmental and Company criteria based on the attainment of pre-established revenue and profit goals. The exact amount of the bonus paid to the named executive officers was determined by the Compensation Committee.
 
(6)The amounts in this column consist of matching contributions by the Company through its 401(k) plan and, except for Mr. Kratz, the compensation cost computed under SFAS 123R for purchases of Helix common stock pursuant to the Helix Employee Stock Purchase Plan or “ESPP.” The Company’s Retirement Plan is a 401(k) retirement savings plan under which the Company currently matches 50% of employees’ pre-tax contributions up to 5% of salary (including bonus), subject to contribution limits. The ESPP is a qualified, non-compensatory plan that allows employees to acquire shares of Helix common stock through payroll deductions (limited to 10% of an employee’s base salary and subject to statutory limits) over a six-month period. The purchase price is


33

equal to 85% of the fair market value of the common stock on either the first or last day of the subscription period, whichever is lower. No expense related to the ESPP was recognized in prior periods. The ESPP terminated after the employee purchases made in January 2009.
 
(7)Mr. Tripodo was appointed as our Executive Vice President and Chief Financial Officer on June 25, 2008. Prior to his appointment, Mr. Tripodo served on our Board of Directors and received additional compensation. See Director Compensation on pages 12-14.
(8)Mr. Tripodo received a bonus in the amount of $75,000 in connection with accepting his employment with us.
(9)The amount set forth in this table reflects equity securities received by Mr. Tripodo as an executive officer. Any equity securities received by Mr. Tripodo as a director of the Company are reflected in the Director Compensation table set forth on pages 13-14.
(10)Mr. Murphy was not an executive officer in 2006.
 
(8)(11)This retention bonus was paid in March 2007 in order to incentivize Mr. Murphy to continue employment with the Company.
(12)Ms. Johnson was appointed as our Senior Vice President and General Counsel on September 18, 2006.
(13)Mr. Ferron resigned effective February 4, 2008. Mr. Ferron received payments in connection with, and pursuant to a contractual arrangement set forth in the Separation Agreement between Mr. Ferron and the Company.
(14)Mr. Pursell resigned effective June 25, 2008. Mr. Pursell received payments in connection with, and pursuant to a contractual arrangement set forth in the Separation Agreement between Mr. Pursell and the Company. In addition, Mr. Pursell will receive payments pursuant to a Consulting Agreement beginning in 2009.
Salary and Bonus in Proportion to Total Compensation
          Under our compensation program, the value of the combined base salary and annual bonus for each of our named executive officers is approximately 23.6% to 66% of their total compensation. No element of an officer’s compensation is directly linked to any other element and the Compensation Committee does not have an exact formula for allocating between cash and non-cash compensation. We strive to design a compensation package that uses total cash compensation (salary plus annual cash bonus) to recognize each individual officer’s responsibilities, role in the organization, experience and contributions to the Company and uses

35

long-term equity-based incentives to align employee and shareholder interests, as well as to attract, retain and motivate employees. All such compensation is compared against our peer group or survey reference data.
Grant of Plan-Based Awards For Fiscal Year 2008
          
In 2005, we adopted the 2005 Plan which provides that we may grant up to 6,000,000 shares (adjusted for thetwo-for-one stock split on December 10, 2005) of our common stock in the form of options, restricted stock or restricted stock units subject to the terms and conditions of the 2005 Plan. As of March 28, 2008, 1,871,81527, 2009, 2,583,059 shares of restricted stock had been granted pursuant to the 2005 Plan. Our restricted stock awards generally vest 20% per annum beginning on the first anniversary of the grant date, and each such share awarded is eligible to vote at each meeting of shareholders and to receive any dividend declared after the grant date.
          
The following table sets forth certain information with respect to grants of plan-based awards during the fiscal year ended December 31, 20072008 to each of our named executive officers:
                 
      Estimated Future All Other Stock  
      Payouts Under Non- Awards :  
      Equity Incentive Number of Shares of Grant Date Fair Value of Stock
Name Type of Award Grant Date Plan Awards(1) Stock and Options Awarded
Owen Kratz, Restricted Stock
Grant		 January 2, 2008  -0-   72,289  $3,000,000 
 
Bart Heijermans Restricted Stock
Grant		 January 2, 2008  -0-   48,193  $2,000,000 
 
Robert Murphy Restricted Stock
Grant		 January 2, 2008  -0-   48,193  $2,000,000 
 
Anthony Tripodo Restricted Stock
Grant		 June 25, 2008  -0-   70,500  $2,865,120 
 
Alisa Johnson Restricted Stock
Grant		 January 2, 2008  -0-   22,892  $950,000 
 
Martin R. Ferron(2)
 Restricted Stock
Grant		 January 2, 2008  -0-   72,289  $3,000,000 
 
A. Wade Pursell(3)
 Restricted Stock
Grant		 January 2, 2008  -0-   31,325  $1,300,000 
             
        Actual Payout of
 
        Non-Equity
 
     Estimate
  Incentive Plans
 
Name
 Target ($)  ($)(1)  ($)(2) 
 
Owen Kratz, $978,000   978,000   400,000 
Martin R. Ferron,  978,000   978,000   978,000 
A. Wade Pursell,  448,000   448,000   250,880 
Bart Heijermans,  552,000   552,000   510,000 
Robert Murphy,  850,000   850,000   680,000 
 
(1)Reflects maximum payments under Helix’s annual incentive bonus plan which does not provide for thresholdsspecific goal or targets. Underobjectives and therefore, is not an incentive compensation plan. All amounts paid under the termsplan are based on the discretion of the plan, if the applicable group or the Company as a whole is exceeded, then the portion of the bonus opportunity is earned and awarded. If the targets are not met, then the applicable portion of the bonus is not actually paid to the named executive officer. Due to the structure of the plan, a target award is not applicable portion of the bonus is not paid. Due to the structure of the plan, a target award is not determinable. Based on the previous year’s performance, a representative target award would have been 100% of the maximum. However,Compensation Committee, as set forth in the summary compensation table and discussed in Compensation Discussion and Analysis,Analysis. The bonus targets for 20072008 and 2009 and the bonus amounts paid for 2008 are as follows:
             
  2008 Bonus 2009 Bonus
  Target Actual Target
Owen Kratz $1,000,000  $0  $1,400,000 
Martin R. Ferron  1,000,000    (2)  N/A 
A. Wade Pursell  450,000    (3)  N/A 
Anthony Tripodo  450,000   300,000   450,000 
Bart Heijermans  600,000   300,000   600,000 
Robert Murphy  450,000   180,000   600,000 
Alisa Johnson  325,000   285,000   375,000 

36

(2)Mr. Ferron resigned effective February 4, 2008. Mr. Ferron received payments in connection with, and pursuant to, a portion ofcontractual arrangement set forth in the maximum award opportunity was actually paid toSeparation Agreement between Mr. Ferron and the named executive officer.Company.
 
(2)(3)Reflects performance bonuses under our incentive compensation plan actually paid for 2007. The amounts of the performance bonus awards made to the named executive officersMr. Pursell resigned effective June 25, 2008. Mr. Pursell received payments in connection with, and pursuant to, the incentive compensation plan for 2007 area contractual arrangement set forth in the Non-Equity Incentive Plan Compensation column ofSeparation Agreement between Mr. Pursell and the Summary Compensation Table.Company.


34

          
The following table sets forth certain information with respect to the restricted stock granted during or for the fiscal year ended December 31, 2008, 2007 and 2006 to each of our executive officers listed in the Summary Compensation Table, respectively.
                 
          All Other  
          Stock Awards:  
          Number of  
          Shares of  
          Stock or Grant Date Fair
  Grant Approval Units Market Value of
Name Date Date (#)(1) Stock Awards ($)(1)
Owen Kratz,  1/2/2008   12/6/2007   72,289  $3,000,000 
President and Chief Executive Officer  1/2/2007   12/6/2006   89,576  $2,809,999 
   1/3/2006   12/13/2005   44,250  $1,588,133 
                 
Anthony Tripodo  6/25/2008   6/26/2008   70,500  $2,865,120 
Executive Vice President and Chief Financial Officer                
                 
Bart Heijermans,  1/2/2008   12/6/2007   48,193  $2,000,000 
Executive Vice President and Chief Operating Officer  1/2/2007   12/6/2006   39,082  $1,226,002 
   1/3/2006   12/13/2005   13,600  $488,104 
                 
Robert Murphy,  1/2/2008   12/6/2007   48,193  $2,000,000 
Executive Vice President — Oil & Gas (2)
  7/1/2006   6/26/2006   123,890  $5,000,200 
                 
Alisa Johnson,  1/2/2008   12/6/2007   22,892  $950,000 
Executive Vice President and General Counsel  1/2/2007   12/6/2006   7,077  $222,000 
   9/18/2006   9/18/2006   19,117  $650,000 
                 
Martin R. Ferron,  1/2/2008   12/6/2007   72,289  $3,000,000 
Chief Executive Officer and President  1/2/2007   12/6/2006   89,576  $2,809,999 
   1/3/2006   12/13/2005   52,650  $1,889,609 
                 
A. Wade Pursell,  1/2/2008   12/6/2007   31,325  $1,300,000 
Executive Vice President and  1/2/2007   12/6/2006   36,946  $1,158,996 
Chief Financial Officer  1/3/2006   12/13/2005   14,950  $536,556 
                 
        All Other
    
        Stock Awards:
  Grant Date
 
        Number of
  Fair Market
 
        Shares of
  Value of
 
  Grant
  Approval
  Stock or Units
  Stock Awards
 
Name
 Date  Date  (#)(1)  ($)(1) 
 
Owen Kratz,  1/2/2007   12/6/2006   89,576  $2,809,999 
Executive Chairman  1/3/2006   12/13/2005   44,250  $1,588,133 
Martin R. Ferron,  1/2/2007   12/6/2006      $2,809,999 
Chief Executive Officer and President  1/3/2006   12/13/2005   52,650  $1,889,609 
A. Wade Pursell,  1/2/2007   12/6/2006   36,946  $1,158,996 
Executive Vice President and  1/3/2006   12/13/2005   14,950  $536,556 
Chief Financial Officer                
Bart Heijermans,  1/2/2007   12/6/2006   39,082  $1,226,002 
Executive Vice President and  1/3/2006   12/13/2005   13,600  $488,104 
Chief Operating Officer                
Robert Murphy,  7/1/2006   6/26/2006   123,890  $5,000,200 
Executive Vice President — Oil & Gas(2)                
 
(1)Awards granted to all named executive officers were in the form of restricted stock. Other than grants to Mr. Murphy, theThe January 2, 2008, January 2, 2007 and January 3, 2006 and January 2, 2007 grants are valued based on the quoted closing market price of $41.50 per share of our Common Stock on December 31, 2007, the quoted closing market price of $31.37 per share of our Common Stock on December 31, 2006, and the quoted closing market price of $35.89 per share of our Common Stock on December 30, 2005, and the quoted closing market price of $31.37 per share of our Common Stock on December 31, 2006,respectively, the last business day prior to the respective grants. Mr. Murphy’s July 1, 2006 grant was based on the quoted closing market price of $40.36 per share of our Common Stock on June 30, 2006, Mr. Tripodo’s June 25, 2008 grant was based on the quoted closing market price of $40.64 per share of our Common Stock on June 24, 2008 and Ms. Johnson’s September 18, 2006 grant was based on the quoted closing market price of $34.00 per share of our Common Stock on September 15, 2006.
 
(2)Mr. Murphy was not an executive officer in 2006 and did not receive a grant of restricted stock or other equity incentive compensation in 2007.


3537

Helix Energy’s Outstanding Equity Awards At December 31, 20072008
     
The following table includes certain information with respect to the value at December 31, 20072008 of all unexercised options and all unvested restricted stock awards outstanding for each of the named executive officers. The number of options and unvested restricted stock awards held at December 31, 20072008 includes options and restricted stock awards granted under the 1995 Long-Term Incentive Plan and the 2005 Plan.
                         
Option Awards Stock Awards
                      Market
                  Number of Value of
  Number of Number of         Shares or Shares or
  Securities Securities         Units of Units of
  Underlying Underlying Option     Stock That Stock That
  Unexercised Unexercised Exercise Option Have Not Have Not
  Options Options Price Expiration Vested Vested
Name (#) (#) ($) Date (#)(2) ($)(3)(4)
  Exercisable Unexercisable                
Owen Kratz,  -0-   13,400(5) $12.18   2/25/2014   23,807(6) $172,363 
President and Chief Executive                  26,550(7) $192,222 
Officer(1)
                  71,661(8) $518,826 
                   72,289(9) $523,372 
Anthony Tripodo,  51,000   -0-  $8.57   2/17/2013   670(10) $4,851 
Executive Vice President and Chief                  658(11) $4,764 
Financial Officer                  648(12) $4,692 
                   723(13) $5,234 
                   833(14) $6,031 
                   600(15) $4,344 
                   70,500(16) $510,420 
Bart Heijermans,  -0-   -0-   N/A   N/A   8,055(17) $58,318 
Executive Vice President and Chief                  8,160(18) $59,078 
Operating Officer                  31,266(19) $226,366 
                   48,193(20) $348,917 
Robert Murphy,  -0-   -0-   N/A   N/A   99,110(21) $717,556 
Executive Vice President — Oil &                  48,193(22) $348,917 
Gas                        
Alisa B. Johnson,  -0-   -0-   N/A   N/A   11,470(23) $83,043 
Executive Vice President and                  5,662(24) $40,993 
General Counsel                  22,892(25) $165,738 
Martin R. Ferron,  26,280   -0-  $12.18   2/25/2009   -0-   -0- 
former Chief Executive Officer and President                        
A. Wade Pursell,  -0-   -0-   -0-   -0-   -0-   -0- 
former Executive Vice President and Chief Financial Officer                        
                         
          Stock Awards
  Option Awards   Market
    Number of
     Number of
 Value of
  Number of
 Securities
     Shares or
 Shares or
  Securities
 Underlying
 Option
   Units of Stock
 Units of Stock
  Underlying
 Unexercised
 Exercise
 Option
 That Have Not
 That Have Not
  Unexercised Options
 Options
 Price
 Expiration
 Vested
 Vested
Name
 (#) (#) ($) Date (#)(2) ($)(3)(4)
    Unexercisable        
  Exercisable          
 
Owen Kratz,  15,832   15,831(5) $9.32   3/17/2013   35,711(7) $1,482,007 
Executive Chairman(1)  13,400   26,800(6) $12.18   2/25/2014   35,400(8) $1,469,100 
                   89,576(11) $3,717,404 
Martin R. Ferron,  5,658   5,659(5) $9.32   3/17/2013   35,711(7) $1,482,007 
Chief Executive  8,760   17,520(6) $12.18   2/25/2014   42,120(8) $1,747,980 
Officer and President                  89,576(11) $3,717,404 
A. Wade Pursell,  38,000   -0-  $9.81   11/30/2010   12,270(7) $509,205 
Executive Vice  20,000   -0-  $10.94   2/15/2011   11,960(8) $496,340 
President and Chief  19,624   4,906(5) $9.32   3/17/2013   36,946(11) $1,533,259 
Financial Officer  16,080   10,720(6) $12.18   2/25/2014   -0-   -0- 
Bart Heijermans,  -0-   -0-   N/A   N/A   33,333(9) $1,383,320 
Executive Vice  -0-   -0-   N/A   N/A   12,083(10) $501,445 
President and Chief  -0-   -0-   N/A   N/A   10,880(8) $451,520 
Operating Officer                  39,082(11) $1,621,903 
Robert Murphy,  -0-   -0-   N/A   N/A   99,110(12) $4,113,065 
Executive Vice  -0-   -0-   N/A   N/A         
President — Oil & Gas                        
 
(1)Mr. Kratz’s title was changed to President and Chief Executive Officer effective February 28, 2008.
 
(2)Awards granted to all named executive officers in 2008, 2007 and 2006 were in the form of restricted stock.
 
(3)The fair market value is calculated as the product of the closing price on the last business day of 2007,2008, or $41.50$7.24 per share, and the number of unvested shares.
 
(4)No dividends were paid in 2008, 2007 or 2006 with respect to any outstanding restricted stock awards.
 
(5)Options were granted on March 17, 2003 and vest 20% per year for a five-year period beginning on March 17, 2004.
(6)Options were granted on February 25, 2004 and vest 20% per year for a five-year period beginning on February 25, 2005.
 
(7)(6)Restricted shares were granted on January 3, 2005 and vest 20% per year for a five-year period beginning on January 3, 2006.

38

(8)(7)Restricted shares were granted on January 3, 2006 and vest 20% per year for a five-year period beginning on January 3, 2007.
 
(8)Restricted shares granted on January 2, 2007 and vest 20% per year for a five-year period beginning on January 2, 2008.
(9)Restricted shares were granted on September 1, 2005January 2, 2008 and vest 66,667 shares and 33,333 shares20% per year for a five-year period beginning on September 1, 2007 and 2008, respectively.January 2, 2009.
 
(10)Restricted shares granted on April 2, 2007 and vest on January 1, 2009. These restricted shares were granted in lieu of director’s fees.
(11)Restricted shares granted on July 2, 2007 and vest on January 1, 2009. These restricted shares were granted in lieu of director’s fees.
(12)Restricted shares granted on October 1, 2007 and vest on January 1, 2009. These restricted shares were granted in lieu of director’s fees.
(13)Restricted shares granted on January 2, 2008 and vest on January 1, 2010. These restricted shares were granted in lieu of director’s fees.
(14)Restricted shares granted on April 1, 2008 and vest on January 1, 2010. These restricted shares were granted in lieu of director’s fees.
(15)Restricted shares granted on July 1, 2008 and vest on January 1, 2010. These restricted shares were granted in lieu of director’s fees.
(16)Restricted shares granted on June 25, 2008 and vest 20% per year for a five-year period beginning on June 25, 2009.
(17)Restricted shares granted on September 1, 2005 and vest 20% per year for a five-year period beginning on September 1, 2006.
 
(11)(18)Restricted shares weregranted on January 3, 2006 and vest 20% per year for a five-year period beginning on January 3, 2007.
(19)Restricted shares granted on January 2, 2007 and vest 20% per year for a five-year period beginning on January 2, 2008.
 
(12)(20)Restricted shares weregranted on January 2, 2008 and vest 20% per year for a five-year period beginning on January 2, 2009.
(21)Restricted shares granted on July 1, 2006 and will vest 60% on July 1, 2009 and 20% per year for a two-year period beginning July 1, 2010.
(22)Restricted shares granted on January 2, 2008 and vest 20% per year for a five-year period beginning on January 2, 2009.
(23)Restricted shares granted on September 18, 2006 and vest 20% per year for a five-year period beginning on September 18, 2007.
(24)Restricted shares granted on January 2, 2007 and vest 20% per year for a five-year period beginning on January 2, 2008.
(25)Restricted shares granted on January 2, 2008 and vest 20% per year for a five-year period beginning on January 2, 2009.


3639

Option Exercises and Stock Vested for Fiscal Year 2008
          
The following table includes certain information with respect to the options exercised by the named executive officers and with respect to restricted stock vesting for such executive officers during the year ended December 31, 2007.2008.
                 
  Option Awards     Stock Awards
  Number of Shares Value Realized Number of Shares Value Realized
  Acquired on Exercise on Exercise Acquired on Vesting on Vesting
                    Name (#) ($) (#) ($)
Owen Kratz, President and Chief  31,663   836,853   38,669  $1,630,733 
Executive Officer  26,800   631,676         
                 
Bart Heijermans, Executive Vice  -0-   -0-   37,361  $1,080,854 
President and Chief Operating Officer          10,536  $441,795 
                 
Robert Murphy, Executive Vice  -0-   -0-   -0-   -0- 
President — Oil & Gas                
                 
Alisa B. Johnson, Executive Vice  -0-   -0-   3,823  $103,833 
President and General Counsel          1,415  $59,020 
                 
Martin R. Ferron, former Chief  11,317   262,102   40,349  $1,702,250 
Executive Officer and President          95,156  $3,132,536 
                 
A. Wade Pursell, former Executive Vice  38,000   1,112,165   6,448  $270,678 
President and Chief Financial Officer  20,000   562,850   20,734  $842,630 
   24,530   730,013         
   21,440   576,736         
   5,360   101,304         
                 
  Option Awards Stock Awards
  Number of
   Number of
  
  Shares Acquired
 Value Realized
 Shares Acquired
 Value Realized
  on Exercise
 on Exercise
 on Vesting
 on Vesting
Name
 (#) ($) (#) ($)
 
Owen Kratz,  -0-   -0-   20,754  $619,507 
Executive Chairman                
Martin R. Ferron,  -0-   -0-   22,434  $669,655 
Chief Executive Officer and President                
A. Wade Pursell,  -0-   -0-   7,080  $211,338 
Executive Vice President
and Chief Financial Officer		                
Bart Heijermans,  -0-   -0-   70,695  $2,752,156 
Executive Vice President          2,720  $81,192 
and Chief Operating Officer                
Robert Murphy,  -0-   -0-   24,780  $993,182 
Executive Vice
President — Oil & Gas		                

40

All Other Compensation
          
The following table includes certain information with respect to the other compensation received by the named executive officers during the years ended December 31, 2008, 2007 and 2006, respectively.
                 
      Company    
      Contributions Severance  
      to Retirement and Payments /  
      401(k) Plans Accruals  
                              Name Year ($)(1) ($)(2) Total ($)
Owen Kratz,  2008  $5,750   -0-  $5,750 
President and Chief Executive Officer  2007  $5,625   -0-  $5,625 
  2006  $5,500   -0-  $5,500 
                 
Anthony Tripodo,  2008  $5,750   -0-  $5,750 
Executive Vice President and Chief Financial Officer                
                 
Bart Heijermans,  2008  $7,765   -0-  $7,765 
Executive Vice President and Chief Operating Officer  2007  $11,189   -0-  $11,189 
  2006  $12,038   -0-  $12,038 
                 
Robert Murphy,  2008  $8,160   -0-  $8,160 
Executive Vice President — Oil & Gas  2007  $13,267   -0-  $13,267 
  2006   -0-   -0-   -0- 
                 
Alisa B. Johnson,  2008  $7,062   -0-  $7,062 
Executive Vice President and General Counsel  2007  $8,119   -0-  $8,119 
  2006  $600   -0-  $600 
                 
Martin R. Ferron,  2008(2) $5,750  $1,648,849  $1,654,599 
former Chief Executive Officer and President  2007  $13,365   -0-  $13,365 
  2006  $12,324   -0-  $12,324 
                 
A. Wade Pursell,  2008(3) $7,949  $47,125  $55,074 
former Executive Vice President and Chief Financial Officer  2007  $13,383   -0-  $13,383 
  2006  $12,310   -0-  $12,310 
                 
    Company
    
    Contributions
 Severance
  
    to Retirement and
 Payments /
  
    401(k) Plans
 Accruals
  
Name
 Year ($)(1) ($)(2) Total ($)
 
Owen Kratz, Executive Chairman  2007  $5,625      $5,625 
   2006  $5,500   -0-  $5,500 
Martin R. Ferron, Chief Executive Officer and President  2007  $13,365      $13,365 
   2006  $12,324   -0-  $12,324 
A. Wade Pursell, Executive Vice President and Chief Financial Officer  2007  $13,383      $13,383 
   2006  $12,310   -0-  $12,310 
                 
Bart Heijermans, Executive Vice President and Chief
Operating Officer		  2007  $11,189      $11,189 
   2006  $12,038   -0-  $12,038 
Robert Murphy, Executive Vice President — Oil & Gas  2007  $13,267   -0-  $13,267 
   2006   -0-   -0-   -0- 
 
(1)The amounts in this column consist of matching contributions by the Company through its 401(k) plan and, except for Mr. Kratz, Mr. Ferron, and Mr. Tripodo, the compensation cost computed under SFAS 123R for purchases of Helix common stock pursuant to the ESPP. The Company’s Retirement Plan is a 401(k) retirement savings plan under which the Company currently matches 50% of employees’ pre-tax contributions up to 5% of salary (including bonus), subject to contribution limits.limits which is equal to $5,750 for each of the named executive officers in 2008.
(2)Mr. Ferron resigned effective February 4, 1008. Mr. Ferron received payments in connection with, and pursuant to, a contractual arrangement set forth in the Separation Agreement between Mr. Ferron and the Company.
(3)Mr. Pursell resigned effective June 25, 2008. Mr. Pursell received payments in connection with, and pursuant to, a contractual arrangement set forth in the Separation Agreement between Mr. Pursell and the Company.
Employment Agreements and Change of Control Provisions
          
In November 2008, all of our executive officers other than Mr. Murphy signed amended and restated employment agreements. The new agreements were intended to comply with Section 409A of the Internal Revenue Code of 1986 (Section 409A), as amended, and to clarify certain provisions contained in the prior employment agreements. Our employment agreements are a component of our overall employment arrangement and as such have the same primary objectives as our compensation program — to attract and retain executive officers. Payments to be made to any executive officer under their employment agreement as a result of

41

retirement, death, disability, termination for cause, involuntary termination without cause or upon a change in control are based on such


37

executive officer’s employment agreement which is usuallyagreement. We have historically entered into employment agreements with executive officers contemporaneously with either the executive officer’s initial hiring by us or his or her promotion. The form of employment agreement contains provisions for the payments described above in order to provide a compensation package that will attract and retain the applicable executive officer. In order to provide consistency among the executive officers, we generally continue to use the same form for multiple years. TheIn order to comply with the requirements of Section 409A, we adopted a new form of employment agreement isin 2008. The form was reviewed by our management and by the compensation consultant periodically.to determine whether the provisions contained therein were consistent with the employment agreements of our peer group and the survey data. Although we believe that each company in our peer group understandably has different employment contracts from ours, including with respect to specific severance payment provisions, we believe key employment contract provisions covering our executive officers remain in line with market practice and provide terms designed to attract and retain such executive officers. The form of employment agreement was then reviewed and approved by the Compensation Committee both for use as a form, and also with respect to the specific terms applicable to each of the executive officers.
          
All of our named executive officers have entered into employment agreements with the Company effective November 17, 2008, other than Mr. Murphy who has a letter agreement. We entered into a multi-yearagreement which was amended to comply with Section 409A. Mr. Kratz executed the new employment agreement with Mr. Kratz effective February 28, 1999.November 17, 2008. Pursuant to the employment agreement, Mr. Kratz is entitled to receive a base annual salary, participate in the annual incentive compensation plan (cash bonus), participate in the long term incentive plan and participate in all profit sharing, incentive, bonus and other employee benefit plans made available to the Company’s executive officers. Each of Messrs. Ferron’s, Heijermans’,Heijerman’s, Murphy’s, Hajdik’s and Pursell’sTripodo’s and Ms. Johnson’s employment agreements has similar terms involving salary, bonus and benefits (with amounts that vary due to their responsibilities). Messrs. Ferron and Pursell were also party to an employment agreement in the form used by the Company prior to the November 2008 form of agreement. Mr. Ferron’s employment agreement was terminated in connection with his resignation in February 2008. Mr. Pursell’s employment agreement was terminated in connection with his resignation in June 2008. Mr. Murphy’s letter agreement was entered into in connection with the acquisition of Remington in order to retain Mr. Murphy’s services.December 2006. Mr. Murphy has not entered into a revised agreement since becoming an executive officer. We have also entered into employment agreements with some of our other officers and employees substantially similar to the agreements with the named executive officers.
          
The following information and table labeled “Estimated Payments Upon Termination or Change of Control” set forth the amount of payments to each of the named executive officers under certain circumstances and describe certain other provisions of their employment agreements. The following assumptions and general principles apply with respect to the following information and table:
 • The amounts shown with respect to any termination assume that the named executive officer was terminated on December 31, 2007.2008. Accordingly, the table reflects amounts payable, some of which are estimates based on available information, to the named executive officer upon the occurrence of a termination after a change in control or with respect to Mr. Murphy, after a change of control and a material change in senior management.
 
 • Each of the named executive officers is entitled to receive amounts earned prior to his or her termination regardless of the manner in which the named executive officer is terminated. In addition, he or she would be entitled to receive any amounts accrued and vested under our retirement and savings programs. These amounts are not shown in the table or otherwise discussed.
Non-Compete Provision
          
Each executive officer’s employment agreement, other than Mr. Murphy’s, provides, among other things, that if we make all payments due underduring the termsterm of such agreement, then until the second anniversary dateexecutive officer’s employment and for a period of one year after the termination of the executive officer’s employment with us for cause or as a result of voluntary termination or retirement (the first anniversary if termination arises for any other reason),reason, the executive officer shall not directly or indirectly, either for himself or any other individual or entity, participateengage in anya business which engages or which proposes to engage in the business of providing divingoffshore energy construction services industry in the Gulf of Mexico or any other business actively engaged in by us on the date of termination of employment, so long as we continue to make payments to such executive officer, including his base salary and insurance benefits received by our senior management executives. Mr. Murphy’s letter agreement provides, among other things, that if we make all payments due under the terms of such agreement, then until the third anniversary date of the date of the agreement, the executive shall not, directly or indirectly, either for himself or any other individual or entity, participate in any business which engages or which proposes to engage in the oil and gas exploration and production business in the United States or its territorial waters in the Gulf of Mexico or other fields in which the Company owns an interest. Each executive officer also agrees not to solicit any other business actively engaged in by us oncustomers with whom he or she has had contact or any employees for a period of one year after the date of termination of such executive officer’s employment so long as we continue to make payments to Mr. Murphy, including his base salary and insurance benefits received by him on the date of termination. We can elect to waive the covenant and cease to make the payments under the agreements of each executive officer.with us for any reason.


38

Termination for Cause or as a Result of Death, Disability or DisabilityRetirement
          
Pursuant to the employment agreements between us and our named executive officers, if an executive officer is terminated by us for cause or the executive officer resigns without “Good Reason”, then such officer shall have no further rights under such agreement.agreement except to receive base salary for periods prior to the termination and unpaid cash bonus for the prior year. In the event of the death, disability or retirement of such named executive officer, we are obligated to pay to the executive officer’s estate, or other designated party, the executive officer’s salary through the last daydate of such termination plus any unpaid cash bonus for the previous year. The cash bonus for the year of such termination shall be paid in which his death occurs plus an amount equal to the accrued but unpaid incentive bonus. Assuming that the death occurred on December 31, 2007, the named executive officer’s estate would not be entitled to any additional amount as a resultprorated portion of the paymentbonus for the period prior to the date of termination. Any prorated bonus will be paid on the same date as the bonus is paid to the other participants (but no later

42

than March 15 of the base salary.following year). In the event a named executive officer becomes disabled, such executive officer shall remain eligible to receive the compensation and benefits set forth in the employment agreement until his or her termination (a period of at least 6 months and up to 1812 months).
Termination by Employee
          In the event an executive officer, other than Mr. Murphy, terminates his or her employment without “Good Reason”, as defined in the employment agreement, upon 30 days written notice, the executive officer shall remain our employee for 30 days and shall remain subject to, and receive the benefit of the employment agreement during that time. In the event the executive officer, other than Mr. Murphy, terminates his or her employment with “Good Reason”, then the executive officer shall be entitled to receive an amount equal to the accrued but unpaid incentive bonus upon termination. For purposes of determiningfactor set forth below times such officer’s base salary for the accrued but unpaid bonus due uponyear in which the death or disability of antermination occurs. With respect to each executive officer if the event occursother than Mr. Murphy and Mr. Tripodo, all equity based incentive awards that would have vested in the first threeaccordance with their terms within 12 months of the termination shall automatically vest. Mr. Tripodo is not entitled to any additional vesting of his equity based incentive awards other than the number of shares necessary for him to receive an aggregate minimum of 20,000 shares from his initial restricted stock award of 70,500 as an employee (on June 25, 2008) if such amount has not vested prior to such termination. The executive is also entitled to receive any unpaid cash bonus for the preceding year suchpaid no later than March 15 of the year of termination and the full amount of his or her target bonus willfor the year of the termination to be any prorated portion thereof.paid at the same time bonuses are paid to the other participants, but no later than March 15 of the following year. The salary multiple for each executive officer is set forth below:
Owen Kratz -2 times
Bart Heijermans -1 times
Robert Murphy -N/A
Anthony Tripodo -2 times
Alisa B. Johnson -1 times
          In the event Mr. Murphy terminates his employment for any reason, he shall have no further rights under his employment.
Involuntary Termination by the Company
          
In the event we terminate the executive officer’s, other than Mr. Murphy’s, employment for any other reason (other than for cause or upon the death, disability or disabilityretirement of the executive officer), then the employment agreementexecutive officer shall be entitled to receive an amount equal to the factor set forth below times such officer’s base salary for the year in which the termination occurs. With respect to each executive officer other than Mr. Murphy and Mr. Tripodo, all equity based incentive awards that would have vested in accordance with its terms within 12 months of the termination shall automatically vest. Mr. Tripodo is not entitled to any additional vesting of his equity based incentive awards other than the number of shares necessary for him to receive an aggregate minimum of 20,000 shares from his initial restricted stock award of 70,500 as an employee (on June 25, 2008) if such amount has not vested prior to such termination. The executive is also entitled to receive any unpaid cash bonus for the preceding year paid no later than March 15 of the year of termination and the full amount of his or her target bonus for the year of the termination to be paid at the same time bonuses are paid to the other participants, but no later than March 15 of the following year. The multiple for each executive officer’sofficer is set forth below:
Owen Kratz -2 times
Bart Heijermans -1 times
Robert Murphy -N/A
Anthony Tripodo -2 times
Alisa B. Johnson -1 times
          In the event we terminate Mr. Murphy’s employment for any reason (other than for cause or upon the death, disability or retirement of Mr. Murphy), then Mr. Murphy’s employment arrangement and Mr. Murphy’s rights thereunder shall terminate 12twelve months after we deliver written notice of such termination. As a result, the named executive officerMr. Murphy would be entitled to annual base salary plus cash bonus and benefits for the 12twelve months following receipt of such written notice. In addition, during such 12twelve month period, the stock options and restricted stock awards held by such named executive officerMr. Murphy would continue to vest in accordance with their respective terms.
          
In addition, in the event of the termination of any named executive officer for any reason, including involuntary termination, the Compensation Committee has the discretion to determine the amount and timing of any severance payments and benefits that will be offered to the named executive officer, subject to the terms of any employment agreements. The Compensation Committee would consider a number of factors in making a determination regarding the payment of severance or benefits. We do not have sufficient experience withThe determination has

43

historically been based in part on the termination of executive officersofficer’s rights under his employment agreement as well as any other factors the Compensation Committee deems to reasonably estimate the amount or range of any severance payment or benefits that would be offered to any named executive officer.relevant. Moreover, such determination would depend on a variety of circumstances and factors that cannot be anticipated. Therefore, although there may be a reasonable likelihood that we would offer severance payments or benefits in addition to, or more likely in lieu of, the continuation of employment for one year as described above, these amounts are not estimated herein.
Change of Control Provision
          
PursuantWith respect to each executive officer except Mr. Tripodo and Mr. Murphy, pursuant to the terms of their employment agreements between us and our named executive officers,agreement, if anthe executive officer terminates his or her employment for “Good Cause”Reason” or is terminated without “Cause” within a two yeartwo-year period following a “Change of Control”, in addition to amounts due and payable at the time of such termination, the executive officer is entitle to receive (a) a lump sum payment in an amount equal to the multiple set forth below times such executive’s aggregate annual cash compensation defined as their current salary plus cash bonus target; (b) ) all options and restricted stock held by such officer under the 2005 Plan and its predecessor, our 1995 Plan, would immediately vest, and (c) a lump sum payment equal to the cost of continuation of health coverage under COBRA for eighteen months. The agreements provide that if any payment to the named executive officer will be subject to any excise tax under Internal Revenue Code Section 4999, a “gross-up” payment would be made to place the officer in the same net after-tax position as would have been the case if no excise tax had been payable. Mr. Tripodo would receive the same benefits upon a “Change of Control” whether or not his employment is terminated.
Owen Kratz -2.99 times
Bart Heijermans -2 times
Robert Murphy -N/A
Anthony Tripodo -2 times
Alisa B. Johnson -2 times
          For purposes of the employment agreements, “Change of Control is defined as one person or group acquires stock that gives such person or group control of more than 50% of the value or voting power of us, during any 12-month period any person or group obtains 45 percent of the voting power of the Company or a majority of the Board is replaced by persons not endorsed by a majority of the existing Board, or a change in ownership of a substantial portion of the assets of the Company; “Cause” means embezzlement or theft, breach of a material provision of the employment agreement, any act constituting a felony or otherwise involving theft, fraud, gross dishonesty or moral turpitude, negligence or willful misconduct, any breach of the executive officer’s fiduciary obligations, a material violation of our policies or procedures or any chemical dependence which adversely affects the performance of the executive officer; and “Good Reason” means the material diminution of the executive officer’s base salary, material diminution of his or her authority, duties or responsibilities, a material change in the executive officer’s reporting relationship, material change in the geographic location at which the executive officer must perform his or her duties, or any action that would constitute a material breach of the employment agreement by the Company.
          With respect to Mr. Murphy, pursuant to his employment arrangement, if Mr. Murphy is terminated without cause by us within a six-month period following a “Change of Control” and a “Material Change in Senior Management,” or is terminated by us without causeterminates his employment for “Good Cause” during a certaintwo-year period (two years for Messrs. Kratz and Pursell and six months for Mr. Heijermans) following a “Change of Control,” and a “Material Change in Senior Management,” in addition to other amounts due under the applicable agreement, (a) we would make a lump sum payment to him of two times the annual base salary together with the annual bonus paid to the officer with respect to the most recently completed fiscal year, (b) all options and restricted stock held by such officer under the 2005 Plan and its predecessor, our 1995 Plan, would immediately vest, and (c) he would continue to receive benefits for a period of two years. For the purposes of the employment agreements, a “Material Change in Senior Management” means any one or both of the chief executive officer and the chief operating officer cease their employment. A “Change of Control” for purposes of the agreements would occur if a person or group becomes the beneficial owner, directly or indirectly, of securities of the Company representing forty-five percent (45%) or more of the combined voting power of the Company’s then outstanding securities. “Good Cause” includes any one of the following: (i) a material change in the officer’s position, authority, duties or responsibilities, (ii) changes in the office or location at which he is based without his consent (such consent not to be unreasonably withheld), (iii) a significant change in the officer’s reporting relationships, or (iv) certain breaches by the Company of the agreement. The agreements provide that if any payment to the named executive officer will be subject to any excise tax under


39

Internal Revenue Code Section 4999, a“gross-up” “gross-up” payment would be made to place the officer in the same net after-tax position as would have been the case if no excise tax had been payable.

44

Potential Payments upon Termination after a Change of Control
          
If a Change of Control had occurred within three months of the end of 2007,2008, and, in addition with respect to Mr. Murphy there had been a Material Change in Senior Management, or their employment had been terminated on December 31, 2007,2008, the named executive officers would have been eligible to receive the payments set forth below.
                     
  O. Kratz  A. Tripodo  B. Heijermans  R. Murphy  A. Johnson 
Normal and early retirement
                    
2008 annual cash incentive compensation $1,000,000  $450,000  $600,000  $450,000  $325,000 
                
Total
 $1,000,000  $450,000  $600,000  $450,000  $325,000 
                
                     
Death
                    
2008 annual cash incentive compensation $1,000,000  $450,000  $600,000  $450,000  $325,000 
Total
 $1,000,000  $450,000  $600,000  $450,000  $325,000 
                     
Disability (1)
                    
2008 annual cash incentive compensation $1,000,000  $450,000  $600,000  $450,000  $325,000 
                
Total
 $1,000,000  $450,000  $600,000  $450,000  $325,000 
                
                     
Termination for cause or resignation without good reason
                    
Amount received $-0-  $-0-  $-0-  $-0-  $-0- 
                
Total
 $-0-  $-0-  $-0-  $-0-  $-0- 
                
                     
Involuntary termination without cause
                    
2008 annual cash incentive compensation $1,000,000  $450,000  $600,000  $450,000  $325,000 
Multiple of base salary  1,400,000   730,000   450,000   450,000   325,000 
Acceleration vesting of stock options(2)
  -0-   -0-   -0-   -0-   -0- 
Acceleration vesting of restricted stock(2)
  384,639   -0-   175,230   500,320   71,067 
                
Total
 $2,784,639  $1,180,000  $1,225,230  $1,400,320(3) $721,067 
                
                     
Termination by Executive for Good Reason
                    
2008 annual cash incentive compensation $1,000,000  $450,000  $600,000  $-0-  $325,000 
Multiple of base salary  1,400,000   730,000   450,000   -0-   325,000 
Acceleration vesting of stock options(2)
  -0-   -0-   -0-   -0-   -0- 
Acceleration vesting of restricted stock(2)
  384,639   -0-   175,230   -0-   71,067 
                
Total
 $2,784,639  $1,180,000  $1,225,230  $-0-  $721,067 
                
                     
Change in control
                    
Accelerated Helix stock options(2)
 $-0-  $-0-  $-0-  $-0-  $-0- 
Accelerated Helix restricted stock(2)
  1,406,783   540,336   343,762   1,066,473   289,774 
                
Total
 $1,406,783  $540,336  $343,762  $1,066,473  $289,774 
                
                     
Change in control with involuntary termination without cause or by executive for good reason
                    
Cash severance payment $5,083,000  $1,630,000  $2,100,000  $2,260,000  $1,300,000 
Accelerated Helix stock options(2)
  -0-   -0-   -0-   -0-   -0- 
Accelerated Helix restricted stock(2)
  1,406,783   540,336   343,762   1,066,473   289,774 
COBRA Coverage  22,173   18,675   25,413   12,450   22,173 
Excise tax gross up  -0-   741,988   -0-   -0-   471,293 
                
Total
 $6,511,956  $2,930,999  $2,469,175  $3,338,923  $2,061,067 
                
                     
  O. Kratz M. Ferron A. W. Pursell B. Heijermans R. Murphy
 
Normal and early retirement
                    
2007 annual cash incentive compensation $978,000  $978,000  $448,000  $552,000  $850,000 
                     
Total
 $978,000  $978,000  $448,000  $552,000  $850,000 
                     
Death
                    
2007 annual cash incentive compensation $978,000  $978,000  $448,000  $552,000  $850,000 
                     
Total
 $978,000  $978,000  $448,000  $552,000  $850,000 
                     
Disability(1)
                    
2007 annual cash incentive compensation $978,000  $978,000  $448,000  $552,000  $850,000 
Continued base salary  108,822   108,822   55,890   69,863   69,863 
                     
Total
 $1,086,822  $1,086,822  $503,890  $621,863  $919,863 
                     
Termination for cause
                    
2007 annual cash incentive compensation $108,822  $108,822  $-0-  $-0-  $-0- 
                     
Total
 $108,822  $108,822  $-0-  $-0-  $-0- 
                     
Involuntary termination without cause
                    
2007 annual cash incentive compensation $978,000  $978,000  $448,000  $552,000  $850,000 
Continued base salary  662,000   662,000   340,000   340,000   425,000 
Continued incentive compensation  978,000   978,000   448,000   552,000   850,000 
Continued health, disability and life insurance benefits  11,505   9,711   9,711   9,711   9,711 
Continued vesting of Helix stock options(2)  902,362   438,918   315,030   -0-   -0- 
Continued vesting of Helix restricted stock(2)  492,301   501,726   181,359   481,748   822,613(3)
                     
Total
 $4,024,168  $3,568,355  $1,742,100  $1,935,459  $2,957,324 
                     
Change in control
                    
Accelerated Helix stock options(2) $1,295,250  $695,793  $472,185  $-0-  $-0- 
Accelerated Helix restricted stock(2)  6,668,511   6,947,391   2,538,804   3,958,188   4,113,065 
                     
Total
 $7,963,761  $7,643,184  $3,010,989  $3,958,188  $4,113,065 
                     


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  O. Kratz M. Ferron A. W. Pursell B. Heijermans R. Murphy
 
Change in control with involuntary termination without cause
                    
2007 annual cash incentive compensation $978,000  $978,000  $448,000  $552,000  $850,000 
Cash severance payment  2,383,520   3,022,772   1,341,880   1,500,000   2,550,000 
Accelerated Helix stock options(2)  1,295,250   698,793   472,185   -0-   -0- 
Accelerated Helix restricted stock(2)  6,668,511   6,947,391   2,538,804   3,958,188   4,113,065 
Continued health, disability and life insurance benefits  23,010   19,422   19,422   19,422   19,422 
Excise tax gross up  -0-   1,669,051   730,128   1,474,529   -0- 
                     
Total
 $11,348,291  $13,335,429  $5,550,419  $7,504,139  $7,532,487 
                     
Change in control with termination by executive with good cause
                    
2007 annual cash incentive compensation $978,000  $978,000  $448,000  $552,000  $850,000 
Cash severance payment  2,383,520   3,022,772   1,341,880   1,500,000   2,550,000 
Accelerated Helix stock options(2)  1,295,250   698,793   472,185   -0-   -0- 
Accelerated Helix restricted stock(2)  6,668,511   6,947,391   2,538,804   3,958,188   4,113,065 
Continued health, disability and life insurance benefits  23,010   19,422   19,422   19,422   19,422 
Excise tax gross up  -0-   1,669,051   730,128   1,474,529   -0- 
                     
Total
 $11,348,291  $13,335,429  $5,550,419  $7,504,139  $7,532,487 
                     
 
(1)Named executive officers would continue to earn their base salary plus receive benefits for six months after becoming disabled prior to being terminated. Assuming notice of termination occurs on December 31, 2007,2008, the named executive officer would have already received his base salary and bonus for such period.
 
(2)Based upon the closing price of Helix stock on December 31, 20072008 or $41.50equal to $7.24 per share. All outstanding options had an exercise price that exceeded the closing price on December 31, 2008.
 
(3)In the event Mr. Murphy is terminated without cause, his restricted stock grant dated July 1, 2006 vests 20% per year for the period of his employment.
Severance Agreements with Mr. Ferron and Mr. Pursell
          Mr. Ferron resigned effective February 4, 2008. Mr. Pursell resigned effective June 25, 2008. Pursuant to the terms of their employment agreements, neither Mr. Ferron nor Mr. Pursell were entitled to any payment or benefit upon a resignation.
          In connection with Mr. Ferron’s resignation, we entered into a Separation Agreement with him dated February 8, 2008 pursuant to which Mr. Ferron received, (i) a $978,000 payment on or before paid 11 days after the execution of the Separation Agreement; (ii) a $607,945 payment 6 months after the execution of the Separation Agreement; (iii) a $1,117,665 payment on January 15, 2009; (iv) a payment for accrued but on used vacation equal to $68,654; (v) payment of his medical, dental and vision benefits for one year from the date of the Separation Agreement valued at approximately $ 12,200; (vi) 95,156 shares of previously issued but unvested restricted stock vested 10 days after the execution of the Separation Agreement with an aggregate value of approximately $3,132,536; and (vii) nonqualified stock options to purchase 23,178 shares that were previously awarded but unvested vested 10 days after the execution of the Separation Agreement and the period of exercisability of such options was extended until one year plus 60 days after the execution of the Separation Agreement with an aggregate value of approximately $504,073. The aggregate value of the benefits received by Mr. Ferron pursuant to the Separation Agreement was approximately $6,344,609 (excluding the payment for unused vacation).
          In connection with Mr. Pursell’s resignation, we entered into a Separation Agreement with him dated June 25, 2008. pursuant to which Mr. Pursell’s received, or will receive, (i) a $179,508 payment 6 months after the termination of his employment; (ii) a $655,491 payment on January 15, 2009; (iii) payment of his medical benefits for one year from the termination of his employment valued at approximately $12,390; (iv) a consulting agreement with payments beginning in 2009 having aggregate payments equal to $547,470; (v) a payment for accrued but unused vacation equal to $55,074; (v) 20,734 shares of previously issued but unvested restricted stock awarded vested on July 4, 2008 with an aggregate value of approximately $842,620; and (vi) nonqualified stock options to purchase 5,360 shares of our stock that were previously awarded but unvested vested on July 4, 2008 and the period of exercisability of such options was extended until September 4, 2009 with an aggregate value of approximately $154,368. The aggregate value of the benefits received by Mr. Pursell pursuant to the Separation Agreement was approximately $2,379,458 (excluding the payment of unused vacation).
OTHER INFORMATION
Expenses of Solicitation
          
We will bear the costs of soliciting proxies, including the reimbursement to record holders of their expenses in forwarding proxy materials to beneficial owners. Our directors, officers and regular employees, without extra compensation, may solicit proxies personally or by mail, telephone, fax, telex, telegraph or special letter.
Proposals and Director Nominations for 20092010 Shareholders Meeting
          
In order for a shareholder proposal (other than for the nomination of directors) to be considered for inclusion in our proxy statement for the 20092010 annual meeting, the written proposal must be received by the Corporate Secretary at our offices no later than December 9, 2008.2, 2009. The proposal must comply with Securities and Exchange

41

Commission regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials. The persons designated in the proxy card will be granted discretionary authority with respect to any shareholder proposal not submitted to us timely.
          
With respect to shareholder nominations of directors, a shareholder may propose director candidates for consideration by the

46

board’s Corporate Governance and Nominating Committee. Any such recommendations should include the nominee’s name and qualifications for board membership and should be directed to the Corporate Secretary at the address of our principal executive offices set forth below. 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 to be considered or to nominate a director, the shareholder must deliver a notice to the Corporate Secretary setting forth the business or 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. The shareholder providing such proposal or nomination must provide his or her name and address and the class and number of voting securities held by such shareholder. Such shareholder must be a shareholder of record on the day the nomination notice is delivered to us and be eligible to vote for the election of directors at the annual meeting of shareholders. In addition, the shareholder must give timely notice to the Corporate Secretary of Helix no later than February 5, 2009.12, 2010. A copy of the By-laws is available from the Corporate Secretary.
          
All submissions to, or requests from, the Corporate Secretary should be made to our principal executive offices at 400 North Sam Houston Parkway East, Suite 400, Houston, Texas 77060.
Other
          
Some bank brokers and other nominee record holders may be participating in the practice of “householding.” This means that only one copy of our annual report and proxy statement will be sent to shareholders who share the same last name and address. Householding is designed to reduce duplicate mailings and save significant printing and postage costs. If you receive a household mailing this year and would like to receive additional copies of our annual report or proxy statement, please submit your request in writing to the address set forth below.
          
Our 20072008 Annual Report onForm 10-K, including financial statements, is being sentavailable to shareholders of record as of March 28, 2008,19, 2009, together with this proxy statement.
          
WE WILL FURNISH TO SHAREHOLDERS WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT (INCLUDING THE ANNUAL REPORT ONFORM 10-K) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007,2008, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON RECEIPT OF WRITTEN REQUEST ADDRESSED TO: CORPORATE SECRETARY, HELIX ENERGY SOLUTIONS GROUP, INC., 400 NORTH SAM HOUSTON PARKWAY EAST, SUITE 400, HOUSTON, TEXAS 77060 OR BY CALLING 1(888) 345-2347 AND ASKING FOR THE CORPORATE SECRETARY.
          
The Board of Directors knows of no other matters to be presented at the annual meeting. If any other business properly comes before the annual meeting or any adjournment thereof, the proxies will vote on that business in accordance with their best judgment.
By Order of the Board of Directors
-s- Alisa B. Johnson

Alisa B. Johnson

Corporate Secretary

Helix Energy Solutions Group, Inc.


4247

(HELIX LOGO)
(HELIX LOGO)
400 North Sam Houston Parkway East, Suite 400
Houston, Texas77060-3500
Phone(281) 618-0400
 
(HOUSTON MAP)(MAP)


4348

 
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAY 6, 200813, 2009
AND PROXY STATEMENT
(HELIX LOGO)
(HELIX LOGO)
400 North Sam Houston Parkway East

Houston, Texas 77060
          
--RECYCLED SYMBOL-- Printed on recycled paper.
 

49

(PROXY CARD)HELIX ENERGY SOLUTIONS GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 2009
Crowne Plaza Hotel Houston North - Greenspoint
425 North Sam Houston Parkway East
Houston, TX 77060




PROXY FOR COMMON STOCK HELIX ENERGY SOLUTIONS GROUP, INC. proxy This Proxy is Solicited on Behalf of the Board of Directors The undersigned, having duly received the Notice of Annual Meeting of Shareholders and the Proxy Statement, dated April 11, 2008, hereby appoints A. Wade Pursell and Alisa B. Johnson as Proxies (each with the power to act alone and with the power of substitution and revocation) to represent the undersigned, and to vote, as designated below, all common shares of
(HELIX LOGO)
Helix Energy Solutions Group, Inc. held of record by the undersigned on March 28, 2008 at the 2008 Annual Meeting of Shareholders to be held on May 6, 2008 at 4:30 p.m. in the Greenspoint Club, 16925 Northchase,
400 North Sam Houston TexasParkway East,
Suite 400, Houston, TX 77060 and any adjournments thereof. (Please See Reverse Side)
proxy
This Proxy is Solicited on Behalf of the Board of Directors for the Annual Meeting on May 13, 2009.
The undersigned, having duly received the Notice of Annual Meeting of Shareholders and the Proxy Statement, dated April 1, 2009, hereby appoints Anthony Tripodo and Alisa B. Johnson as Proxies (each with the power to act alone and with the power of substitution and revocation) to represent the undersigned and to vote, as designated below, all common shares of Helix Energy Solutions Group, Inc. held of record by the undersigned on March 19, 2009 at the 2009 Annual Meeting of Stockholders to be held on May 13, 2009 at 10:00 a.m. at the Crowne Plaza Hotel Houston North – Greenspoint - 425 North Sam Houston Parkway East, Houston, TX 77060, and any adjournments thereof.




(Please see reverse side for voting instructions.)

 

(PROXY CARD)

COMPANY #

Vote by Internet, Telephone
or Mail 24 hours a day,
7 days a week
Your phone or Internet vote authorizes the
named proxies to vote your shares in the same
manner as if you marked, signed and returned
your proxy card.
Please detach here
(INTERNET)
INTERNET– www.eproxy.com/hlx

Use the Internet to vote your proxy until
12:00 noon (Central Daylight Time) on
May 12, 2009.
(TELEPHONE)
PHONE – 1-800-560-1965

Use a touch-tone telephone to vote your
proxy until 12:00 noon (Central Daylight
Time) on May 12, 2009.
(EMAIL)
Mail– Mark, sign and date your proxy
card and return it in the postage-paid
envelope provided.
If you vote your proxy by Internet or by Telephone,
you do NOT need to mail back your Proxy Card.



TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS,
SIMPLY SIGN, DATE AND RETURN THIS PROXY CARD.
òPlease detach hereò
The Board of Directors Recommends a Vote FOR Proposal 1: 1
1.To elect three “Class II” directors of the Company with terms expiring in 2012:o FOR all “Class II”
nominees
(except as
indicated below)		oWITHHOLD AUTHORITY
from ALL nominees
01 William L. Transier
02 T. William Porter		03 James A. Watt
You may vote on the Proposalproposal by marking one of the following boxes. FORboxes provided to the two “Class III” nominees (except as indicated below) WITHHOLD AUTHORITY 1.right:
(Instructions: To elect two “Class III” directors of the Company to have a term expiring in 2011 and until his successor shall be elected and duly qualified. 01 Gordon F. Ahalt 02 Anthony Tripodo INSTRUCTION: To WITHHOLD AUTHORITYwithhold authority to vote for any individual nominee,
write that person’s name in the spacebox provided below. 2. In their discretion,to the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THE PROXY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE CLASS I DIRECTORS INDICATED IN PROPOSAL 1 AND IN THE PROXY HOLDER’S DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. ABSTENTIONS WILL BE COUNTED TOWARD THE EXISTENCE OF A QUORUM. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 6, 2008 The Company's Proxy Statement and 2007 Annual Report to Shareholders (including our annual report on Form 10-K) for the fiscal year ended December 31, 2007 are available at www.HelixESG.com under the Investor Relations tab.right.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THE PROXY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE CLASS II DIRECTORS INDICATED IN PROPOSAL 1, AND IN THE PROXY HOLDER’S DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. ABSTENTIONS WILL BE COUNTED TOWARD THE EXISTENCE OF A QUORUM.
          Dated:
Signature(s) in Box
Please sign exactly as the name appears on this proxy. When shares are held by joint tenants, both should sign. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporation name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.