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 2015 Annual Meeting of Shareholders (“Annual Meeting”) on Thursday, May 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 9, 2015 as the record date for the Annual Meeting. There were 105,909,633 shares of Helix’s common stock outstanding on the record date.

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

As permitted by the Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our 2014 Annual Report available to our shareholders electronically via the Internet. On or about March 24, 2015, we intend to mail to our shareholders a Notice of Internet Availability of Proxy Materials (“Notice”). The Notice contains instructions on how to vote online, by telephone or, in the alternative, how to request a paper copy of the proxy materials and a proxy card. By providing the Notice and access to our proxy materials via the Internet, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

We are providing these proxy materials to you in connection with our Annual Meeting, to be held on Thursday, May 7, 2015 at 10:00 a.m. at Helix’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, and all

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

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

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

The board has set March 9, 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 9, 2015 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 9, 2015, hold shares of our common stock in “street name,” that is, through an

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

We are using the “notice and access” process permitted by the SEC to distribute proxy materials to certain shareholders. This process allows us to post proxy materials on a designated website and notify shareholders of the availability of the proxy materials on that website. As such, we are furnishing proxy materials, including this proxy statement and our 2014 Annual Report, by providing access to those documents on the Internet for most shareholders instead of mailing paper copies. The Notice, which is

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

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:

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

Directions to the Annual Meeting can be obtained at www.Helixesg.com/annualmeeting or by calling (888) 345-2347.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Wells Fargo Bank, N.A., Shareowner Services (“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

your own name, you are considered the beneficial owner of those shares, and the Notice is being forwarded to you by the record holder. If you are a beneficial owner, you may appoint proxies and vote as provided by that broker, bank or other nominee. The availability of telephone or Internet voting will depend upon the voting process of the broker, bank or other nominee. You should follow the voting directions provided by your broker, bank or other nominee. If you provide specific voting instructions in accordance with the directions provided by your broker, bank or other nominee, your shares will be voted by such party as you have directed. The organization that holds your

shares, however, is considered the shareholder of record for purposes of voting at the Annual Meeting.

Accordingly, you may vote shares held in “street name” at the Annual Meeting only if you (a) obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares and (b) provide an account statement or letter from that 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.

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

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

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

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

If you are the beneficial owner of shares held in “street name” 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 2014 compensation of our named executive officers.

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

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

On the record date, there were 105,909,633 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting held by approximately 28,700 beneficial owners. These are the only securities

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

Other than the election of three Class II directors, the ratification of the selection of Ernst & Young LLP as our independent auditors for the 2015 fiscal year and an advisory, non-binding approval of the 2014 compensation of our named executive officers, we are not aware of any other business to be acted upon at the Annual Meeting.

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

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

Beneficial Owners. If you are a beneficial owner and hold your shares in “street name” and do not provide your broker, bank or other nominee with voting instructions, 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

vote on “routine” matters, such as the ratification of the selection of an independent registered public accounting firm, but do not have discretion to vote on “non-routine” matters, such as the election of directors and the approval, on a non-binding advisory basis, of the 2014 compensation of our named executive officers.

Your vote is especially important. If your shares are held by a broker, bank or other nominee, your broker, bank or other nominee cannot vote your shares for the election of directors and the approval, on a non-binding advisory basis, of the 2014 compensation of our named executive officers unless you provide voting instructions. Therefore, please promptly instruct your broker, bank or other nominee regarding how to vote your shares regarding these matters.

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

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

Yes. During the Annual Meeting shareholders may ask questions or make remarks directly related to the matters being voted on. 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 9:30 a.m., our employees and officers will be available to provide information about 2014 developments and to answer questions of more general interest regarding Helix.

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

registered in the same name and address whenever possible. For shares held directly by you, you can do this by contacting our transfer agent, Wells Fargo, at (800) 468-9716.

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

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

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

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

If you have additional questions about this proxy statement or the Annual Meeting, or would like additional copies of this proxy statement or our 2014 Annual Report to Shareholders (including our Annual

Report on Form 10-K), please contact the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, telephone: (281) 618-0400.

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

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

All shareholder proposals must be submitted in writing to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Any shareholder who intends to present a proposal at the 2016 Annual Meeting of Shareholders must deliver the proposal to us so that it is received no later than November 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”), to be eligible for inclusion.

In addition, our By-laws permit shareholders to propose business to be considered and to nominate directors for election by the shareholders. To propose business or to nominate a director at the 2016 Annual Meeting of Shareholders, shareholders must deliver a notice to Helix’s Corporate Secretary prior to February 7, 2016 setting forth the name of the nominee and all information required to be disclosed in solicitations of proxies or otherwise required pursuant to Regulation 14A under the Exchange Act together with such person’s written consent to serve as a director if elected.

Three directors are to be elected at the Annual Meeting. The board has proposed three nominees, T. William Porter, Anthony Tripodo and James A. Watt, to stand for election as Class II directors to the board to serve a three-year term until the Annual Meeting of Shareholders in 2018 or, if at a later date, until their successors are elected and qualified. Mr. Porter and Mr. Watt are currently serving as Class II directors.

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

Unless otherwise instructed, the persons named as proxies will vote all proxies received FOR the election of each person named as nominee below as a Class II director for a term of three years, until the Annual Meeting of Shareholders in 2018 or, if at a later date, until his respective successor is elected and qualified. There is no cumulative voting in the election of directors and the Class II directors will be elected by a plurality of the votes cast at the Annual Meeting.

In the section below, we provide the name and biographical information about each of the Class II nominees and each other member of the board. Age and other information in the director’s biographical information are as of March 9, 2015. Information about the number of shares of our common stock beneficially owned by each director as of March 9, 2015 appears below under the heading “Share Ownership Information – Management Shareholdings” on page 52.

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

Board of Directors Recommendation

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

Vote Required

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

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

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,

strategic planning, investor relations, legal/regulatory matters, leadership and administration of complex organizations, corporate governance and other areas related to the operation of a major international corporation (whether social, cultural, industrial or operational). We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and have the described noteworthy attributes in their biographies under “Election of Directors” on pages 8-10.

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

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

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

The members of 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 Meetings of Shareholders. The board encourages its members

to attend the Annual Meeting, but does not have a written policy regarding attendance at the meeting. Six members of the board attended the 2014 Annual Meeting of Shareholders.

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

to their contribution to the board and their specific committee assignments. In addition, from time to time Helix will present programs regarding topical matters to the board.

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

important role in determining the agenda for many board and committee meetings and often request specific agenda items and information as part of their oversight role. The board does not have a specific presiding director, but Mr. Porter, in his role as chairman of the Corporate Governance and Nominating Committee, presides as the chair of each executive session of the board unless the particular topic of the applicable executive session dictates that another independent director serve as the chair of the meeting, typically the chairman of the committee responsible for the particular topic. In the case of an executive session of the independent directors held in connection with a meeting of a committee of the board, the chairman of the particular committee will preside as chair.

We believe that having a combined CEO and chairman, coupled with a substantial majority of independent, experienced directors, key board committees comprised entirely of independent directors, and strong and effective corporate governance guidelines, provides the right leadership structure for Helix and its shareholders at this time.

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:

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

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

Management regularly reports on 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,

including any risks associated with proposed transactions. At each board meeting, the chairman and CEO addresses matters of particular importance or concern, including any significant areas of risk that require board attention, whether commercial, operational, legal, regulatory or other type of risk.

Additionally, the board reviews our short-term and long-term strategies, including consideration of significant risks facing Helix and the impact of such risks.

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

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

was formed to assess whether to pursue a shareholder derivative claim. As the claim was dismissed by the court in 2014, the Special Committee is no longer in existence. 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, 2014. Members were elected to the board based upon the recommendation of the Corporate Governance and Nominating Committee followed by a vote of the full board. Each member of each of these committees is independent as defined by the applicable NYSE and SEC rules.

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

each director attended 75% or more of the total meetings of the committees on which such director served.

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

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

The Audit Committee is composed of four non-employee independent directors, Mr. Transier, Chairman, Mr. Lovoi, Mr. Porter and Ms. Quinn, each of whom meets the independence and financial literacy requirements as defined in the applicable NYSE and SEC rules. The Audit Committee is appointed by the board to assist the board in fulfilling its oversight responsibility to 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 in December 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

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

The board has determined that each of the members of the Audit Committee is financially literate and that Mr. Transier and Ms. Quinn are “audit committee financial experts,” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002, and have financial management expertise as required by the NYSE listing rules.

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

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

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

and Helix. The Corporate Governance and Nominating Committee identifies individuals qualified to become board members, consistent with criteria approved by the board, oversees the organization of the board to discharge the board’s duties and responsibilities properly and efficiently, and identifies best practices and recommends corporate governance principles,

including giving proper attention and effective responses to shareholder concerns regarding corporate governance. The Corporate Governance and Nominating Committee has the responsibilities specifically described in the Corporate Governance and Nominating Committee charter and the Corporate Governance Guidelines, including the responsibility to:

A Special Committee of the board was formed in 2013 and was 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 styled Lucas v. Kratz, et al., Cause No. 2012-26160 in the District Court of Harris County, Texas. The Special Committee

evaluated and rejected the plaintiff’s demand to pursue certain claims against various present and former directors and executive officers of Helix related to the 2010 compensation of Helix’s then executive officers as not being, in the judgment of the Special Committee, in the best interest of Helix or our shareholders. The Shareholder Derivative Complaint was dismissed with prejudice in 2014 and, as such, the Special Committee is no longer in existence.

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

name and qualifications for board membership and should be addressed to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. In addition, our By-laws permit shareholders to nominate directors for consideration at an annual shareholder meeting. However, in order to be considered at this year’s Annual Meeting, nominations were required to be received by us prior to the date of this proxy statement. Shareholders may nominate persons for election to the board to be considered at next year’s Annual Meeting of Shareholders in accordance with the procedure on page 55.

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

Nominating Committee, selects potential new board members using criteria and priorities established from time to time. Desired personal qualifications for director nominees include intelligence, insight, practical wisdom based on experience, the highest professional and personal ethics and values, integrity, strength of character and commitment. Nominees should also

have broad experience at the policy-making level in business and possess a familiarity with complex business organizations and one or more of our business lines or those of our customers. Nominees should have the independence necessary to make an unbiased evaluation of management performance and effectively carry out their oversight responsibilities and be committed to enhancing shareholder value. Nominees should have sufficient time to carry out their duties. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties to Helix and our shareholders. Each director must represent the interests of all shareholders. Although the Corporate

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

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

shareholder nominations for candidates for the board. Following verification of the shareholder status of persons proposing candidates, recommendations are considered by the Corporate Governance and Nominating Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to the issuance of the proxy statement for our Annual Meeting of Shareholders. If any materials are provided by a shareholder in connection with the nomination of a director candidate, those 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 those nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the board.

Messrs. Porter, Tripodo and Watt are the only directors standing for election at the Annual Meeting. 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 2014 or to date in 2015.

No member of the Compensation Committee was, during fiscal year 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 2014, no executive officer of Helix served as (1) a member of the compensation committee (or other board committee performing equivalent functions) of

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

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

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

May 10, 2005. An election to take fees in the form of cash or stock is made by a director prior to the beginning of the subject fiscal year. Directors taking fees in the form of restricted stock receive an award for service during a quarter on or about the first business day of the next quarter in an amount equal to 125% of the cash equivalent of his or her fees, with the number of shares determined by the stock price on the last trading day of the fiscal quarter for which the fees were earned. These awards fully vest two years after the first day of the year in which the grant is made. For fiscal year 2014, Messrs. Lovoi, Rask and Transier elected to take board fees in the form of restricted stock. Messrs. Lovoi, Rask and Transier have also elected to take board fees in the form of restricted stock for 2015.

Upon joining the board and on the date of each December board meeting thereafter, a director receives a grant of restricted stock. These grants are made pursuant to the terms of the 2005 Plan and for years prior to 2012 vested ratably over five years, and vest ratably over three years for grants in 2012 and thereafter. All grants are subject to immediate vesting on the occurrence of a Change in Control (as defined in the 2005 Plan). The grant of stock options is not currently an element of director compensation.

Our CEO does not receive any cash or equity compensation for his service on the board in addition to the compensation payable for his service as an employee of Helix.

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

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

During 2014 Helix was not a party to a transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any of our directors or executive officers, any holder of more than 5% of our common stock, or any member of the immediate family of any of these persons, had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive Compensation” above.

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 these services are consistent with the SEC rules regarding auditor independence.

The Audit Committee charter includes specific pre-approval procedures with respect to tax-related services. The Audit Committee charter delegates pre-approval authority in certain circumstances to the Chairman of the Audit Committee. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that these services are within the parameters approved by the Audit Committee. None of the fees in 2014 were for services approved by the Audit Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.

All fiscal year 2014 professional services by Ernst & Young LLP were pre-approved.

Ernst & Young LLP served as our independent registered public accounting firm providing auditing and financial services in 2014 and has acted as such since their engagement in fiscal year 2002, and will continue to provide such services during fiscal year 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, 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, 2015 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.

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

The Audit Committee considers whether the provision of the foregoing services is compatible with maintaining the 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.

Board of Directors Recommendation

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

Vote Required

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

This Compensation Discussion and Analysis (“CD&A”) describes our 2014 executive compensation program, how our Compensation Committee made compensation decisions, and the level of compensation for our principal executive officer, principal financial officer and the two other named executive officers in 2014. In 2014 we had only four executive officers; accordingly, they were also our “named executive officers.” Those individuals were:

Effective May 11, 2015, Mr. Chamblee will resign from Helix and Scotty Sparks, currently Vice President –Commercial and Strategic Development, will be promoted to the position of Executive Vice President –Operations, and will become an executive officer of Helix.

Our CD&A is divided into the following sections:

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 primarily conduct operations in the Gulf of Mexico, North Sea, Asia Pacific and West Africa regions.

With our EBITDA of $378 million in 2014, which exceeded the EBITDA bonus target metric of $344 million, our executive officers earned 119% of their bonus targets (out of a maximum of 133%).

Notwithstanding superior financial performance in 2014, due to the cyclicality of our industry and therefore

fluctuating demand for our services, we are focused on the longer term, and our overall executive compensation program reflects that, both in terms of the component of our executive officers’ compensation that is comprised of long-term incentive compensation, and the overall design of our short-term and long-term programs.

The chart below reflects our total shareholder return over the three-year period of 2012 through 2014 compared to the peer group selected by our Compensation Committee for benchmarking purposes.

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,

which has triggered aggressive cost cutting measures by the industry. Thus, the design of our 2015 short-term (annual bonus) incentive program reflects financial performance metrics as well as a significant “stretch” element in our executives’ target bonuses to align our executives with our shareholders during times of industry stress. The committee also modified the long-term incentive program for 2015 to increasingly align executive compensation with the long-term interests of our shareholders.

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

general continued for 2014 the performance-based measures instituted in 2012. The Compensation Committee will continue to consider the outcome of our “say-on-pay” votes and our shareholder views when making future compensation decisions for our executive officers.

Helix is an international offshore energy company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We operate in a very cyclical industry because of volatility in the price of oil and gas and therefore the demand for our services. Our business model and growth strategy require highly qualified, experienced and technically proficient executive officers who can still operate effectively in both a positive and negative industry environment. Thus, we rely on our executive officers to develop and execute our business strategy in a way that maximizes value for our shareholders through the fluctuations of a cyclical industry. Our compensation philosophy reflects the realities of the competitive market in which we operate as well as the characteristics of our business environment. The Compensation Committee and management believe that our compensation programs closely align the executive officers with our shareholders and help us attract, retain and motivate qualified, experienced and technically proficient executive officers through a range of business cycles.

Our compensation programs are designed to reward our named executive officers both for the achievement of short-term financial goals and the longer term goal of increasing total shareholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Our named

executive officers’ total compensation is comprised of a mix of base salary, annual short-term cash incentive (bonus) awards and long-term incentive awards that for 2014 included cash performance awards, performance-based equity awards and time-vested restricted stock.

Our executive compensation program was designed upon the following principles:

Our compensation programs are balanced and primarily focused on the long term. 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.

The elements of compensation are balanced among base salary, annual short-term cash incentive (bonus) opportunity, and long-term incentive awards. We have determined that our current forms of long-term stock-based incentive compensation are more appropriate than stock options to encourage management to take only the appropriate level of risk in order to create sustained shareholder value over the long term.

Each year, including 2014, the Compensation Committee compares the total compensation for each position occupied by our executive officers to the compensation paid by companies in our peer group for similar positions, as set forth in our peer companies’ proxy statements for the prior year. The independent compensation consultant provides the Compensation Committee with market data for this purpose; however, the market data is only used as a benchmark. Generally, the Compensation Committee seeks to ensure that executive compensation falls between the 25th and 75th percentiles of the market data for each individual, but individual positioning varies based on the individual’s role within our organization, his or her experience and his or her contribution to our success.

The Compensation Committee’s independent compensation consultant proposes companies to be included in our peer group. The independent compensation consultant may consult with management to ensure that the most appropriate companies are included. The Compensation Committee then reviews and approves the peer group for the applicable compensation year, as it deems appropriate.

In August 2013, following a discussion with a report from the independent compensation consultant, the Compensation Committee selected a peer group for benchmarking 2014 compensation consisting of the following companies, which was the same peer group used in 2013:

We believe these companies were appropriate for the purpose of compensation benchmarking for 2014 because:

In August 2014, the Compensation Committee modified the above peer group of companies used to benchmark 2013 and 2014 compensation (deleting Dril-Quip, Inc., McDermott International, Inc., and Superior Energy Services, Inc., and adding FMC Technologies, Inc., Diamond Offshore Drilling, Inc., and Forum Energy Technologies, Inc.) for purposes of benchmarking 2015 compensation, to better reflect Helix’s current operations.

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

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

During fiscal 2014, the primary elements of compensation for our named executive officers included:

We use each element of compensation to satisfy one or more of our stated compensation objectives. The Compensation Committee’s goal is to achieve the appropriate balance between short-term cash rewards and long-term financial incentives to promote the achievement of both annual and long-term financial goals. Also for 2014 the short-term incentive program was restructured from that of prior years. In our prior years’ bonus programs, there was only a maximum target up to which the executives could receive a

bonus based on performance of the applicable metrics. The 2014 program is more closely aligned with other companies’ programs in setting the executives’ target bonuses as a lower percentage of their base salaries than our prior bonus programs, with an opportunity to earn additional bonus amounts, up to a maximum amount, if Helix’s performance exceeds the target levels for the various metrics. Each metric has an entry point such that performance below that point results in no bonus payout for that metric.

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

were no increases to base salaries in 2014 from 2013 and 2012 levels for any of our named executive officers other than for Mr. Chamblee, whose base salary was increased for 2014 due to development in his role, as well as and peer group data for the position. Set forth below are the base salaries for 2014, 2013 and 2012:

Our annual short term cash incentive (bonus) program consists of a cash bonus designed to reward our employees, including our executive officers, for the achievement of certain goals in a given year. The bonus target for each executive officer is established at either the December meeting of the Compensation Committee in the prior year or during the Compensation Committee’s first meeting of the applicable year. The 2014 program sets the executive

officers’ target bonuses at a lower percentage of base salary than the 2013 and prior years’ programs, with an opportunity to earn additional bonus amounts, up to a maximum amount, if Helix’s performance exceeds the target levels for the various metrics. The calculation of any bonus payout when performance for a metric falls between levels is made on a linear basis. For 2014, the threshold, target and maximum bonus opportunity for each named executive officer was as follows:

The Compensation Committee adopted three financial performance metrics for the 2014 short-term cash incentive (bonus) program for our named executive officers.

Set forth below is the weight given to each of the three financial performance metrics, the percentage of target achieved and the percentage of the target bonus earned for 2014.

Set forth below are certain EBITDA targets that were approved by the Compensation Committee to evaluate 2014 performance with respect to this financial metric and the actual performance achieved.

The targets were based on a variety of factors including the overall Helix budget approved by the board and market guidance.

Set forth below are certain return on capital targets that were approved by the Compensation Committee to evaluate 2014 performance with respect to this

financial metric and the actual performance achieved. The targets were based on a variety of factors including discussions with the board.

This metric measure is the maintenance of CAPEX spending within the amounts approved by the board for the subject bonus year. For 2014, if CAPEX spending was lower than budgeted CAPEX, then the named executive officers would earn a percentage of this component (10% of total bonus target amount) equal to

the weighted average of the EBITDA and return on capital achievement of their respective targets. As the weighted average of the EBITDA and return on capital targets for 2014 was 119% and CAPEX spending was lower than budgeted CAPEX, 119% of this metric was earned.

The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. We believe that our restricted stock awards, combined with our 2014 long-term cash performance awards and performance share unit awards (the payout of which are based on our stock price), provide proper incentives to avoid excessive risk while increasing long-term shareholder value. We also believe that these awards are an important

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

As in 2013, the 2014 long-term incentive awards to our named executive officers were comprised of: (1) 25% in a performance share unit award, (2) 50% in a cash performance award, and (3) 25% in a time-vested restricted stock award. The total value of the long-term incentive awards for each named executive officer was determined by the Compensation Committee in December 2013. At that time, the Compensation

Committee determined that the total value of the long-term incentive award for our executive officers would be the same as the prior year, except for Mr. Chamblee, whose award was increased due to continued development in his role, as well as peer group data for the position. Set forth below are the long-term incentive awards for each of the named executive officers granted in January 2014.

In January 2014, each named executive officer received a performance share unit award under our 2005 Plan. Each unit represents the contingent right to receive one share of our common stock. These awards are paid with shares of our common stock unless the Compensation Committee determines to make the payment in cash. The performance share unit award vests entirely after a three-year period with the final number of shares issued based on our total shareholder return relative to that of our peers over the same three-year period. The maximum number of shares that may be issued is 200% of the units awarded and the minimum is 0. The total shareholder return calculation for the performance share unit award compares Helix’s total shareholder return against the total shareholder return of each company in the 2014 peer group. The total shareholder return formula is computed as: the ending price – the beginning price

+ dividends (if any) paid over the performance period / the beginning price, with the beginning price being the average closing price of the last 20 trading days of 2013 and the ending price being the average closing price of the last 20 trading days of 2016.

In calculating our relative total shareholder return, the top and bottom performer of the peer group is excluded, and the remaining peers and Helix are grouped into quintiles. The quintiles and the respective amount of the performance share unit award earned are set forth below:

Lowest quintile  –      0% of award earned

Second lowest quintile  –    50% of award earned

Middle quintile  –  100% of award earned

Second highest quintile  –  150% of award earned

Highest quintile  –  200% of award earned

In January 2014, each named executive officer received a cash performance award under our 2005 Plan. Our executive officers are granted cash performance awards, the amount of which to be paid out on any vesting date will depend on the performance of our common stock price over the applicable measurement period compared to a “base” stock price determined by the Compensation Committee on the date of the award. The stock price measurement period to determine the annual payout of these share-based cash awards is the last 20 trading days of the year immediately prior to a vesting (the “Average Price”). The base stock price for the long-term incentive cash performance awards granted in 2014 was $26.30, representing 115% of the average closing price of our common stock over the last 20 trading days of 2013. Payment amounts are based on the calculated ratio of the Average Price divided by the base stock price. The purpose of the 115% factor in the base stock price is to require that the stock value

increase by 15% before the award can be earned at its original face value, thus incorporating a significant “stretch factor” in order to further align this component of long-term incentive with the interests of our shareholders. In addition, should the performance of our stock over the relevant period go below 75% of the base stock price, no payout will be made. The long-term incentive cash performance awards granted in 2014 vest ratably on an annual basis over a three-year period, or upon such other events described in the award letters applicable to such awards.

Example of 2015 Payout for 2014 Cash Performance Award: If the award is $3,000, the payout at 100% on each vesting date is $1,000. The cash payment due on the first of such vesting dates is set out below. The example includes the actual average closing price for the last 20 trading days of 2013, $22.87, and therefore a base stock price of $26.30, which is 115% of $22.87.

For amounts received in 2014 from the vesting of 2013, 2012, 2011 and 2010 long-term incentive cash performance awards issued pursuant to our 2005 Plan and our 2009 Long-Term Incentive Cash Plan (the

“2009 Plan”), as applicable, see footnote 3 to the Summary Compensation Table under “Executive Compensation.”

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

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

retirement program intended to supplement our employees’ personal savings and social security. Our retirement program consists solely of our Helix Energy Solutions Group, Inc. Employees Retirement Savings Plan, which is a 401(k) plan. With respect to all employees who participate in our 401(k) plan, Helix currently matches 75% (which was increased from 50% effective January 1, 2014) of the employee’s pre-tax contributions up to 5% of the employee’s compensation subject to contribution limits. All of our named executive officers participated in our 401(k) plan and received matching funds in 2014. Our health and insurance plans are the same for all employees.

In December 2014, the Compensation Committee determined to change the structure of the long-term incentive program. As described above, composition of long-term incentive awards to our executive officers that has been in place since 2012 consisted of (i) 50% in a performance-based cash long-term incentive award vesting pro-rata over three years, the payout of which is to be measured by the performance of Helix’s stock year over year (i.e., vesting date price compared to a base price), (ii) 25% in cliff-vesting performance share units, the payout of which is measured by the performance of Helix’s stock relative to its peer group over the three-year vesting period and (iii) 25% in an award of time-vested restricted stock, vesting pro-rata over three years. In reviewing the program in connection with its 2015 determinations, the Compensation Committee determined to focus more of the performance-based long-term incentive awards on the performance of our stock compared to our peer group (rather than a year-over-year comparison to our own stock price, which could potentially lead to a result that is mostly reflective of general market conditions at the time of vesting), in that the operating performance

of Helix and its executive officers is more accurately gauged by the relative performance of our stock price compared to that of our peers.

The Compensation Committee also determined that more of the long-term incentive awards granted to our executive officers should be cliff-vesting (in the prior years’ programs, cliff-vesting awards only constituted 25% of the total long-term incentive awards). In that connection, the Compensation Committee determined to change the structure of performance-based long-term incentive awards to our executive officers to one form of performance-based award: a cliff-vesting award the payout of which is based on our stock performance compared to that of our peer group, and to eliminate the pro-rata vesting cash performance award the payout of which is based on a year-over-year comparison with respect to our own stock price. This structural change also simplifies the long-term incentive program by moving to only one form of performance-based long-term incentive awards, i.e., performance share units, and to only two forms of long-term incentive awards.

Thus, for 2015 the long-term incentive award program was changed from the 2014 (and prior years’) program consisting of 50% cash performance awards, 25% cliff-vesting performance share units and 25% restricted stock, to a program consisting of 50% cliff-vesting performance share units and 50% restricted stock.

In February 2015, the Compensation Committee approved the 2015 Short-Term Incentive Program for Helix’s executive officers, including entry level, target and maximum bonuses that can be earned by each

executive officer, which incorporates a significant “stretch” element in light of the current condition of the service market due to industry reaction to the precipitous drop in oil prices. To simplify and reflect the financial performance drivers for 2015, the Compensation Committee retained only one financial metric: EBITDA targets. As such, the return on capital metric and the maintenance of CAPEX spending within board approved levels metric were deleted, and the EBITDA targets metric was increased from 75% weighting to 100%.

We believe that the competitive marketplace for executive talent and our desire to retain our executive officers require us to provide our executive officers with certain severance benefits. In addition, we believe that the interests of our shareholders are served by having limited change in control benefits for executive officers who would be integral to the success of, and are most likely to be impacted by, a change in control. Each of our named executive officers with the exception of Mr. Chamblee executed amended and restated employment agreements in November 2008. Mr. Chamblee executed an employment agreement in May 2011 in connection with his promotion to an executive officer position. In order to reflect evolving corporate governance standards, Mr. Chamblee’s agreement does not have “gross-up”, or excise tax protection, provisions.

The employment agreements with our named executive officers contain severance benefits in the

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

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

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

The ownership guidelines are as follows:

The value of an individual’s holdings is based on the average of the closing price of a share of our common stock for the previous calendar year. There are penalties for non-compliance; however waivers may be

made for certain hardship issues. Currently, each of our directors and Section 16 officers is in compliance with the ownership guidelines.

Helix considers it inappropriate for any director, officer or employee to enter into speculative transactions in our stock. Therefore, we have a policy that prohibits the purchase or sale of puts, calls or options based on our securities, or the short sale of our securities. Directors, officers and other employees may not purchase our securities on margin. In May 2014, the Compensation Committee further clarified the policy to provide that hedging of our stock is prohibited, and to put discrete limitations around the ability to pledge Helix stock. Although we acknowledge that corporate executives, much of whose net worth as well as compensation consists of company stock, may prefer to pledge stock as collateral for a loan (as opposed to selling stock to meet cash needs), any significant sale of that collateral into the market may have adverse consequences (at least in the short term) to a company’s stock price. Thus Helix’s policy provides that our directors and officers may only pledge our stock if certain conditions are met, which include both

meeting certain quantitative requirements (the pledged stock does not exceed: 25% of the director’s or officer’s total holdings, 2% of Helix’s outstanding securities and 200% of Helix’s average daily trading volume over the three months prior to the transaction), and obtaining board approval for any specific transaction. The board may consider any factors it deems appropriate and relevant, including whether the indebtedness is non-recourse, whether the director or officer has other assets to satisfy the loan, whether the stock pledged was purchased (as opposed to granted as compensation by Helix), and any mechanisms in the pledge transaction that are in place to avoid undesirable transactions in Helix’s securities.

Mr. Kratz is the only director or officer that has entered into a pledging transaction, which met the pledging limitations of the policy and was approved by the board.

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

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

The following table provides a summary of the cash and non-cash compensation for the years ended December 31, 2014, 2013 and 2012, for our named executive officers: (1) the Chief Executive Officer and the Chief Financial Officer and (2) each of the two most highly compensated executive officers of Helix during 2014 other than the Chief Executive Officer or Chief Financial Officer. The table may not reflect the actual

compensation received by the named executive officers for those periods. For example, amounts recorded in the stock awards column reflect the fair market value of the awards at the award date. The actual value of compensation realized by the named executive officer will likely vary from any equity award or cash performance award due to stock price fluctuations and/or forfeitures.