The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation that is referred to herein as “Helix,” the “Company,” “we,” “us,” or “our,” is soliciting your proxy to vote at the 20142015 Annual Meeting of Shareholders (“Annual Meeting”) on Thursday, May 1, 2014.7, 2015. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.

The Annual Meeting will be held at Helix Energy Solutions Group, Inc.’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. The Board of Directors of Helix (the “board”) has set March 7, 20149, 2015 as the record date for the Annual Meeting. There were 105,733,623105,909,633 shares of Helix’s common stock outstanding on the record date.

We are providing these proxy materials to you in connection with our Annual Meeting, to be held on Thursday, May 1, 20147, 2015 at 10:00 a.m. at Helix Energy Solutions Group, Inc.’sHelix’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston,

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

The board has set March 7, 20149, 2015 as the record date for our Annual Meeting. Owners of Helix common stock whose shares are recorded directly in their name in our stock register (shareholders of record) at the close of business on March 7, 20149, 2015 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 7, 2014,9, 2015, hold shares of our common stock in “street name,” that is, through an

We are using the “notice and access” process permitted by the SEC to distribute proxy materials to certain shareholders. This process allows us to post proxy materials on a designated website and notify shareholders of the availability of the proxy materials on that website. As such, we are furnishing proxy materials, including this proxy statement and our 2013

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:

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

Beneficial Owner. If, however, like most shareholders of Helix, you hold your shares in “street name” through a broker, bank or other nominee rather than directly in

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

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

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:

If you are the beneficial owner of shares held in “street name” by a broker, bank or other nominee, then the broker, bank or other nominee, as shareholder of record, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, bank or other nominee, then it will have discretion to vote the shares with respect to “routine” matters, such as the ratification of the selection of an independent registered public accounting firm, but will not be permitted to vote with respect to “non-routine” matters, such as the election of directors and the approval, on a non-binding advisory basis, of the 2013

On the record date, there were 105,733,623105,909,633 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting held by approximately 24,751

Other than the election of twothree Class IIIII directors, the ratification of the selection of Ernst & Young LLP as our independent auditors for the 20142015 fiscal year and an advisory, non-binding approval of the 20132014 compensation of our named executive officers, we are not aware of any other business to be acted upon at

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

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

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

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,

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

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

Preliminary voting results will be announced at the Annual Meeting and posted on our website underInvestor Relations atwww.HelixESG.comwww.Helixesg.com. The final

If you have additional questions about this proxy statement or the Annual Meeting, or would like additional copies of this proxy statement or our 20132014 Annual Report to Shareholders (including our Annual

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

All shareholder proposals must be submittedin writing to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Any shareholder who intends to present a proposal at the 20152016 Annual Meeting of Shareholders must deliver the proposal to us so that it is received no later than November 21, 2014,25, 2015, to have the proposal included in our proxy materials for that meeting. Shareholder proposals must also meet other requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”),

We are an international offshore energy company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We believe our board should be composed of individuals with sophistication and experience in the substantive areas that impact our business. We believe experience, qualifications, or skills in one or more of the following areas to be most important: offshore oil field services, oil and gas exploration and production, international operations, accounting and finance,

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 Helix’s directors may do so by sending them in care of our Corporate Secretary at Helix’s corporate office. All such

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

The members of the board hold a regular meeting immediately preceding or immediately after each year’s Annual Meeting of Shareholders. Therefore members of our board generally attend Helix’s annual meetingsAnnual Meetings of shareholders.Shareholders. The board encourages its members to

The board encourages all members to attend director education programs appropriate to their individual backgrounds in order to stay abreast of developments in corporate governance and “best practices” relevant

The board does not have a formal policy with respect to whether the Chief Executive Officer (“CEO”) should also serve as chairman of the board. The board currently combines the role of chairman of the board and the role of CEO. Mr. Kratz has served as chairman of the board and CEO from 1998 to 2006 and again since 2008. The board believes this structure is optimal for us because it allows one person to speak for and lead Helix and demonstrates to our employees, suppliers, customers and other stakeholders that we are under strong leadership, with a single person setting the tone and having the primary responsibility for managing our operations. Combining the chairman and the CEO roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. Having a single leader also eliminates the potential for confusion and duplication of efforts. However, the board periodically reviews its leadership structure. The board, through the Compensation Committee, evaluates the CEO on an annual basis.

The board believes that independent oversight of management is an important component of an effective board of directors. Members of the board play an

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

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

enterprise, strategic, financial, operational, compliance and reporting levels.

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

In addition to reports from the committees, the board receives presentations throughout the year from various departments that include discussion of significant risks as necessary and appropriate,

The board currently has, and appoints members to, three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Each committee acts under the terms of a written charter, copies of which are available at our website,www.HelixESG.comwww.Helixesg.com underInvestor Relations, by clickingGovernance. A copy of each charter is available free of charge upon request to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. In addition,2013 a Special Committee

During the year ended December 31, 2013,2014, the board held a total of sevennine meetings. Each director attended 75% or more of the total meetings of the board and

Non-management directors meet in regularly scheduled executive sessions following board and committee meetings without any members of management being present and at which only those directors who meet the independence standards of the NYSE are present, provided however, that committees did meet with individual members of management by invitation, including the CEO, during executive session. Mr. Porter presided as the chair of each executive

The Audit Committee is composed of four non-employee independent directors, Mr. Transier, Chairman, Mr. Lovoi, Mr. Porter and Ms. Quinn, each of whom meets the independence and financial literacy requirements as defined in the applicable NYSE and SEC rules. The Audit Committee is appointed by the board to assist the board in fulfilling its oversight responsibility to the shareholders, potential shareholders, the investment community and others relating to: (i) the integrity of our financial statements, (ii) the compliance with applicable legal and regulatory requirements, (iii) the performance of our internal audit function and independent registered public accounting firm, and (iv) the independent registered public accounting firm’s qualifications and independence. Among the duties of the Audit Committee, all of which are more specifically described in the Audit Committee charter, which was most recently amended and restated in December 2013,2014, the Audit Committee:

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

The board has determined that each of the members of the Audit Committee is financially literate and that

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

The Corporate Governance and Nominating Committee is composed of four independent, non-employee directors: Mr. Porter, Chairman, Ms. Quinn, Mr. Rask and Mr. Watt. The members of the Corporate Governance and Nominating Committee areis appointed by the board. The Corporate Governance and Nominating Committee’s objective isboard to take a leadership role in shaping the corporate governance and business standards of our board

including giving proper attention and effective responses to shareholder concerns regarding corporate governance. The Corporate Governance and

A Special Committee of the board was formed in 2013 and iswas comprised of our six independent, non-employee directors: Mr. Porter, Chairman, Messrs. Lovoi, Rask, Transier and Watt, and Ms. Quinn, for the purpose of considering whether it was in our best interest to pursue the claims alleged in connection with the Shareholder Derivative Complaint styledLucas v.

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 these 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 and Diversity.” Any shareholder nominations proposed for consideration by the Corporate Governance and Nominating Committee should include the nominee’s

The Corporate Governance and Nominating Committee has established certain criteria with respect to the desired skills and experiences for prospective board members, including those candidates recommended by the committee and those properly nominated by shareholders. The board, with the assistance of the Corporate Governance and

have broad experience at the policy-making level in business and possess a familiarity with complex business organizations and one or more of our business lines or those of our customers. Nominees should have the independence necessary to make an unbiased evaluation of management performance and effectively carry out their oversight responsibilities and

The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the board, and whether any vacancies on the board are expected, due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current board members, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Corporate Governance and Nominating Committee, and may be considered at any point during the year. As described above, the Corporate Governance and Nominating Committee considers properly submitted

Ms. QuinnMessrs. Porter, Tripodo and Mr. TransierWatt are the only directors standing for re-election.election at the Annual Meeting. Neither the Corporate Secretary nor the Corporate Governance and

No member of the Compensation Committee of our board was, during fiscal year 2013,2014, an officer or employee of Helix or any of our subsidiaries, or was formerly an officer of Helix or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act.

During 2013,2014, no executive officer of Helix served as (1) a member of the compensation committee (or other board committee performing equivalent functions) of

Our non-employee director compensation structure has three components: (1) director retainer and fees (meetings and unanimous consents), (2) equity-based compensation currently in the form of restricted stock awards and (3) reimbursement of reasonable expenses related to attending board related expenses.and committee meetings. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our peer group. In 2013,2014, the directors (other than Mr. Kratz who is a Helix employee) received an annual director’s fee of $45,000,$55,000, and $2,000$1,500 per board meeting for attending each of four regularly scheduled quarterly meetings and each special board meetings.meeting. For committees on which an outside director serves, the director received a fee of $1,500 for each committee meeting attended. In addition, the chairman of each of the outside directorscommittee received an annual committee chairman retainer fee of $5,000 ($10,000fee: $15,000 for the Chairman of the Audit Committee) for each committee on which a director serves and a fee of $2,000 ($3,000Committee, $10,000 for the Chairman)Chairman of the Compensation Committee and $5,000 for each committee meeting attended.the Chairman of the Corporate Governance and Nominating Committee. We also paid the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the board and any board committee.

In December 2013, the Compensation Committee determined to change the way board and committee fees are structured and approved the following: (1) increasing the annual board retainer to $55,000 (from $45,000); (2) reducing all meeting fees to $1,500 per meeting (formerly $2,000 for each board meeting, and $2,000 for each committee member and $3,000 for the committee chair for each committee meeting); (3) eliminating retainers for committee membership, other than for the committee chair (formerly $5,000 retainer for each non-chair committee member); (4) increasing the Audit Committee Chairman’s annual committee retainer to $15,000 (from $10,000) and increasing the Compensation Committee Chairman’s annual committee retainer to $10,000 (from $5,000).

In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions. The Audit Committee has adopted a written statement of policy with respect to related party transactions. It is our written policy to approve and enter into transactions only when the board, acting through the Audit Committee, determines that a transaction with a related party is in, or not inconsistent with, the best interests of Helix and our shareholders.

The Audit Committee 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

Ernst & Young LLP served as our independent registered public accounting firm providing auditing and financial services in 20132014 and has acted as such since their engagement in fiscal year 2002, and will continue to provide such services during fiscal year 2014.2015. Our Audit Committee has the authority to retain, oversee, evaluate and terminate the independent registered public accounting firm. Pursuant to such authority, the Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, as auditors to examine the financial statements of Helix for the fiscal year ending December 31, 2014,2015, and to perform other appropriate accounting services.

Although our By-laws do not require that shareholders ratify the appointment of Ernst & Young LLP as our outside auditors, the board has determined to submit the selection for ratification by the shareholders. If the shareholders do not ratify the appointment of Ernst & Young LLP, the adverse vote will be considered as a direction to the Audit Committee to consider selecting other auditors for the next fiscal year. However, because of the difficulty and expense of making any substitution of auditors after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending December 31, 20142015 will be permitted to stand unless the Audit Committee finds other reasons for making a change. It is understood that even if the selection of Ernst & Young LLP is ratified, the Audit Committee, in its discretion, may direct the appointment of a new independent accounting firm at any time during the year if the Audit Committee feels that such a change would be in the best interests of Helix and our shareholders.

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

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the 2013describes our 2014 executive compensation program, how our Compensation Committee made compensation decisions, and the level of compensation for each individual who served as our principal executive officer, or principal financial officer during 2013 and the threetwo other named executive officers who at fiscal year-endin 2014. In 2014 we had only four executive officers; accordingly, they were also our most highly compensated executives in 2013.“named executive officers.” Those individuals were:

For 2014, the Compensation Committee determined to make few adjustments to the named executive officers’ compensation from 2013 compensation levels, and did not change the component metrics from the 2013 short-term incentive program or the components of the 2013 long-term incentive program, as the committee deemed the compensation appropriate for the 2014 business objectives of the Company as well as the responsibilities and performance of our executive officers. 2015 is expected to be a challenging year, in large part due to the precipitous drop in oil prices,

In 2013,2014, we sought an advisory vote from our shareholders regarding our executive officer compensation for 20122013 and received a 99%96% favorable “say-on-pay” vote. The Compensation Committee considered the positive results of the advisory vote in completing its annual review of each pay element and the compensation packages provided to our executive officers, and in

Helix is an international offshore energy company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We operate in a very cyclical industry

Our compensation programs are balanced and primarily focused on the long term. The greatest amount of compensation can be achieved through consistent superior performance over sustained periods of time. In addition, significant amounts of compensation are usually paid out over time, specifically the long-term incentive awards, which currently have a three-year vesting period. This provides incentives to manage Helix for the longer term, while avoiding excessive risk-taking in the short term.

We believe these companies were appropriate for the purpose of our targeted compensation comparisonbenchmarking for 20132014 because:

The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our executive compensation plans and making other compensation decisions. These considerations, however, are secondary to meeting the overall objectives of the executive compensation program.

Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on the amount of non-performance-based compensation, as described in Section 162(m) and related regulations, that may be deducted by Helix in any year with respect to the named executive officers’ compensation, unless the compensation isother than

During fiscal 2013,2014, the primary elements of compensation earned by each of our executive officers, includingfor our named executive officers consisted of:included: