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 2014 Annual Meeting of Shareholders (“Annual Meeting”) on Thursday, May 1, 2014. 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, 2014 as the record date for the Annual Meeting. There were 105,733,623 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 2013 Annual Report available to our shareholders electronically via the Internet. On or about March 21, 2014, 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, 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 1, 2014 at 10:00 a.m. at Helix Energy Solutions Group, Inc.’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 7, 2014 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, 2014 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 7, 2014, 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 for this purpose you will receive from the holder of record. You are entitled to one vote on each of the matters presented at the Annual Meeting for each share of common stock you held on the record date.

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

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 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 obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares and you 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, either your broker, bank or other nominee, to revoke or change a proxy. You should contact the shareholder of record directly for more information on these procedures.

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 2013

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.

On the record date, there were 105,733,623 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting held by approximately 24,751

beneficial owners. These are the only securities entitled to vote. Each holder of a share of common stock is entitled to one vote for each share held.

Other than the election of two Class III directors, the ratification of the selection of Ernst & Young LLP as our independent auditors for the 2014 fiscal year and an advisory, non-binding approval of the 2013 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, 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 2013 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 2013 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 2013 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 have hired a third party, Wells Fargo, to judge the voting, be responsible for determining whether or not a

quorum is present, and tabulate votes cast by proxy or in person at the Annual Meeting.

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 2013 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 2015 Annual Meeting of Shareholders must deliver the proposal to us so that it is received no later than November 21, 2014, 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, the shareholder must deliver a notice to the Corporate Secretary prior to January 31, 2015 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.

Two directors are to be elected at the Annual Meeting. The board has nominated two incumbent directors, Nancy K. Quinn and William L. Transier, to stand for re-election as Class III directors to the board to serve a three-year term until the 2017 Annual Meeting of Shareholders or, if at a later date, until their successors are elected and qualified. Ms. Quinn and Mr. Transier are currently serving as Class III 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 the nominees become 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 either of the nominees will become unavailable. The board has affirmatively determined that each of the nominees qualifies 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 III director for a term of three years, until the Annual Meeting of Shareholders to be held in 2017 or, if at a later date, until their respective successor is elected and qualified. There is no cumulative voting in the

election of directors and the Class III 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 III nominees and each other member of the board. Age and other information in the director’s biographical information are as of March 7, 2014. Information about the number of shares of our common stock beneficially owned by each director as of March 7, 2014 appears below under the heading “Share Ownership Information – Management Shareholdings” on pages 56-57.

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 two 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.

Our board currently consists of seven members and, in accordance with our By-laws, is divided into three classes of similar size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The Class I, II and III directors are currently serving until the later of the annual meeting in 2014, 2015 and 2016, respectively, and their respective successor being

elected and qualified. There are currently two directors in Class III and Class II and three directors in Class I. Upon the conclusion of the Annual Meeting, in the event that all director nominees are re-elected, our board will consist of seven members with three directors in Class I and two directors each in Class II and Class III.

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

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

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

making the determination regarding independence the board reviewed the NYSE Rule 303A criteria for independence in advance of the first meeting of the board in 2014. In connection with its determination, the board gathered information with respect to each board member individually regarding potential transactions and relationships between Helix and its directors, including the existence of certain ongoing transactions entered into between Helix and certain entities of which our directors serve as officers or directors. Each director also completed a questionnaire which included questions about his or her relationship with Helix. None of these transactions were deemed to affect the independence of the applicable director, nor did they exceed the thresholds established by NYSE rules.

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

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

We are an international offshore energy 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: oil field services, oil and gas exploration and production, international operations, accounting and finance,

strategic planning, investor relations, legal/regulatory, leadership and administration of complex organizations, corporate governance and other areas related to the operation of a major 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 above.

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 it contains 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 2013 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 addition, a Special

Committee was formed to assess whether to pursue a shareholder derivative claim. 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, 2013. 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, 2013, the board held a total of seven 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 and restated in December 2013, 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 23.

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 are appointed by the board. The Corporate Governance and Nominating Committee’s objective is 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, including the responsibility to:

A Special Committee of the board was formed and is 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 as not being, in the judgment of the Special Committee, in the best interest of Helix or our shareholders.

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 beginning on page 58.

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 specific 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.

Ms. Quinn and Mr. Transier are the only directors standing for re-election. 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 2013 or to date in 2014.

No member of the Compensation Committee of our board was, during fiscal year 2013, 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, 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 board related expenses. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our peer group. In 2013, the directors (other than Mr. Kratz who is a Helix employee) received an annual director’s fee of $45,000, and $2,000 per board meeting for attending each of four regularly scheduled quarterly meetings and special board meetings. In addition, each of the outside directors received an annual committee retainer fee of $5,000 ($10,000 for the Chairman of the Audit Committee) for each committee on which a director serves and a fee of $2,000 ($3,000 for the Chairman) for each committee meeting attended. 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).

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, or 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 are being determined. These awards fully vest two years after the first day of the subject fiscal year. For fiscal year 2013, only Messrs. Lovoi and Rask elected to take board fees in the form of restricted stock. Messrs. Lovoi, Rask and Transier have elected to take board fees in the form of restricted stock for 2014.

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 2012 and prior years vested ratably over five years on the anniversary of the grant date and three years for grants after 2012. 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.

In April 2000, we acquired a 20% working interest in Gunnison, a deepwater Gulf of Mexico prospect of Kerr-McGee. Financing for the exploratory costs of approximately $20 million was provided by an investment partnership (OKCD Investments, Ltd. or “OKCD”), the investors of which included our CEO and certain former members of Helix senior management. In exchange, ERT, our oil and gas subsidiary until sold in February 2013, gave OKCD a revenue interest that is an overriding royalty interest of 25% of ERT’s 20% working interest. Production from the Gunnison field

commenced in December 2003. We made payments to OKCD during the time we owned ERT totaling $0.6 million, $6.9 million and $8.3 million in the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, our CEO, Mr. Kratz, through Class A limited partnership interests in OKCD, personally owned approximately 85% of the partnership. In 2000, OKCD also awarded Class B income participations to key Helix employees, who are required to maintain their employment status with Helix in order to retain such income participations.

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 2013 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 2013 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 2013 and has acted as such since their engagement in fiscal year 2002, and will continue to provide such services during fiscal year 2014. 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, 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, 2014 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”) provides information regarding the 2013 compensation program for each individual who served as our principal executive officer or principal financial officer during 2013 and the three other executive officers who at fiscal year-end were our most highly compensated executives in 2013. Those individuals were:

Mr. Edwards’s employment with Helix terminated in March 2013, in connection with the divestiture of Energy Resource Technology GOM, Inc. (“ERT”), our

former oil and gas subsidiary, which is more particularly described in “Executive Summary” below.

This section of the proxy statement also describes the actions and decisions of the Compensation Committee of our board relating to 2013 executive officer compensation. The discussion 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.

The past two fiscal years have been transformative for Helix. We announced in 2012 and sold in 2013 ERT, a former wholly-owned U.S. subsidiary that conducted our oil and gas operations in the Gulf of Mexico. We also announced in 2012 and sold in 2013 our two remaining subsea construction pipelay vessels. In January 2014, we sold our Ingleside, Texas spoolbase facility, which supported our subsea construction pipelay vessels. In connection with the sale of these non-core assets, we also improved our balance sheet

and increased our liquidity through reduction of our outstanding debt. We also made adjustments to our organizational structure to reflect our streamlined business model. With the completion of these strategic initiatives we are positioned to grow our well intervention and robotics businesses.

Despite the shifting environment during 2012 and 2013, we were able to continue to execute on our financial goals, meet our budgeted EBITDA and maintain a strong total shareholder return relative to our peers, as indicated by the graph below. Based on performance versus budget for our EBITDA and return on capital employed goals, bonuses for our executive officers were paid at 96.74% of target for 2013 and at target for 2012.

We and the Compensation Committee viewed 2013 as a year of transition and transformation as we continued to assess the impact on Helix’s organization and processes of the significant transactions described above. As a result, the Compensation Committee in 2012 selected a new peer group for purposes of determining the 2013 compensation for our executive officers, which aligned with our ongoing business model transformation, the execution of which was then

being led by our executive officers. In addition, the Compensation Committee determined to make no adjustments to the named executive officers’ compensation from 2012 compensation levels (other than to implement different short-term incentive (bonus) metrics for 2013 based on our 2013 commercial focus) as the committee deemed the compensation appropriate for the responsibilities and performance of our executive officers.

In 2013, we sought an advisory vote from our shareholders regarding our executive officer compensation for 2012 and received a 99% 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 continued for 2013 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.

Our business model and growth strategy require highly qualified, experienced and technically proficient executive officers. In addition, we rely on our executive officers to develop and execute our business strategy in a way that maximizes value for our shareholders through the 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 are balanced and

reasonable and help us attract, retain and motivate qualified and technically proficient employees, including our executive officers, through a range of business cycles. Details of compensation for our named executive officers can be found in the tables beginning on page 42.

We seek to closely align the interests of our named executive officers with the interests of our shareholders. 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 include cash performance awards, performance-based equity awards and time-vested restricted stock.

The elements of our executive compensation program were designed upon the following principles:

Set forth below are some of the components that impact the compensation decisions made by the

Compensation Committee. These factors or components are not intended to be exhaustive.

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 demand and prices for oil and gas and therefore our services. We rely on our executive team to develop, maintain and execute our strategy over the long term in order to build value for

our shareholders through the up and down cycles of our industry. The skills, technical expertise, experience and personal qualities of the executives needed to successfully manage this type of business are currently in very high demand. We believe that our current mix

of compensation is appropriate to attract and retain executives to implement our strategy of focusing on expanding our well intervention and robotics businesses.

The roles and responsibilities of each named executive officer are taken into account in two distinct ways in determining compensation. First, the officer’s roles and responsibilities are considered by the Compensation Committee, as well as by its independent compensation consultant, when determining the applicable comparable position for inclusion in the peer

group compensation information. Second, the Compensation Committee evaluates the specific responsibilities of the applicable officer’s specific position to determine how such officer’s overall compensation, and mix of compensation, should differ from that of the other named executive officers.

Each year, including 2013, 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. 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 2012, following a discussion with and a report from the independent compensation consultant, the Compensation Committee selected a new peer group of energy services companies that was more reflective of Helix’s strategy to dispose of our oil and gas business and focus on expanding our well intervention and robotics services businesses. For fiscal 2013, the peer group for executive officer compensation consisted of the following companies:

We believe these companies were appropriate for the purpose of our targeted compensation comparison for 2013 because:

Our compensation programs are balanced and primarily focused on the long term. Under this structure, 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 vest over a three-year period. This provides incentives to manage Helix for the longer term, while avoiding excessive risk-taking in the short term.

Goals and objectives reflect a balance of performance measures to avoid excessive weight on a single performance measure. Likewise, the elements of compensation are balanced among base salary, short-term (annual) cash bonus, long-term cash performance awards and long-term equity incentive awards. We also have determined that our current form of long-term incentive compensation is 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.

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 compensation that may be deducted by Helix in any year with respect to the named executive officers’ compensation unless the compensation is

performance-based compensation as described in Section 162(m) and the related regulations. Although the Compensation Committee may take into account the potential application of Section 162(m) 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 2013, the primary elements of compensation earned by each of our executive officers, including our named executive officers, consisted of:

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 for the achievement of both annual and long-term financial goals. To ensure appropriate linkage between our business objectives and compensation levels, we periodically review the goals and the levels of each element of compensation. For instance, each year we determine annual bonus

components and metrics that relate specifically to our financial and strategic objectives for that year.

Typically, the Compensation Committee reviews and approves each element of compensation separately and, if necessary, makes adjustments to individual elements of compensation to achieve total compensation that is competitive with our peer group at the desired levels and that is deemed appropriate by the Compensation Committee for each named executive officer.

In light of the transformation of Helix that has occurred over the past several years, including entering into an agreement in 2012 to sell our oil and gas exploration and production business, the Compensation Committee made no changes to or increases in 2013 compensation from 2012 levels as the committee deemed the levels of compensation to continue to be appropriate for our executive officers’ responsibilities and performance. The Compensation Committee during 2013 has considered, and continues to consider, the appropriateness of the overall compensation of our executive officers in light of our new business model and growth strategy.

In establishing base salaries for our executive officers, including the named 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 2013 for any of our named executive officers. The following sets forth the base salaries for 2013 and 2012:

Johnny Edwards’s employment with Helix terminated in March 2013 after the disposition of ERT. See “Executive Compensation – Mr. Edwards’s Separation

from Helix.” Like the other named executive officers, Mr. Edwards’s base salary was unchanged in 2013.

The annual incentive compensation plan includes a cash bonus designed to reward our employees, including our executive officers, for the achievement of certain goals in a given year. The bonus target for each executive officer is established in either the December meeting of the Compensation Committee in the prior year or during the Compensation Committee’s first meeting of the applicable year. For 2013, the target bonus for each named executive officer was also the maximum award that individual could receive under the program (unless the Compensation Committee determined that extraordinary circumstances warranted otherwise), and payout was dependent on the degree to which the financial performance metrics adopted by the Compensation Committee were met. The Compensation Committee adopted the following defined performance metrics for the 2013 short-term incentive cash bonus program for each of our named executive officers:

The named executive officers had the opportunity to earn up to 125% of the EBITDA and return on capital performance measures based upon Helix achieving superior performance with respect to those measures; however in no event could an executive officer earn greater than 100% of his or her overall target bonus unless the Compensation Committee concluded in its discretion that circumstances warranted exceeding target bonus level. The Compensation Committee did not conclude that those circumstances existed in 2013 (or in any other past year in which a similar formulaic bonus program has been in place). Bonuses are typically paid in March of the year following the applicable performance year.

¹ Defined as income (loss) from continuing operations plus income taxes, net interest expense and other, depreciation, depletion and amortization expense.

² Return on capital is defined as gross profit (exclusive of income/loss from equity investments) less selling, general and administrative expenses (other than one-time gains, losses and impairments) divided by gross assets (excluding certain assets under construction and cash).

Set forth below are certain EBITDA targets that were approved by the Compensation Committee to evaluate 2013 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 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.

This measure is the maintenance of CAPEX spending within the amounts approved by the board for the subject bonus year. The Compensation Committee

determined that we did not achieve this measure, which comprised 10% of the total bonus target.

The bonus targets for our executive officers are based on market data. Bonus levels for 2013 for our named executive officers were not increased from 2012 levels as they were deemed appropriate for 2013 in light of the responsibilities of our executive officers.

Set forth below is the weight given to each of three financial performance metrics, the percentage of target achieved and the percentage of the maximum bonus earned for 2013:

In addition, set forth below are the 2013 maximum bonuses that could have been earned by and the

actual bonus paid (in March 2014) to each named executive officer, which equaled 96.74% of target:

The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. When combined with our long-term cash performance awards, the payout of which is also based on our stock price, we believe these awards 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 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.

Prior to 2012, the long-term incentive award for our executive officers was comprised of a cash performance award and an equity award in the form of restricted stock, both vesting ratably over a five-year period. The Compensation Committee reformulated the long-term incentive compensation granted to our executive officers in 2012 to consist of three components: a cash performance award, an award of restricted stock, and a new performance share unit award the payout of which is dependent on our total shareholder return compared to that of our peers. The Compensation Committee also increased the percentage of long-term incentive awards that are performance based, increased the “stretch” incorporated in the payout targets and changed the vesting period to three years.

The performance element of these awards was enhanced by:

As in 2012, the 2013 long-term incentive award to our executive officers consisted 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 2012. 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 Messrs. Edwards and Chamblee. Set forth below are the long-term incentive awards for each of the named executive officers granted in January 2013.

In January 2013, each named executive officer other than Mr. Edwards 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 Helix’s total shareholder return relative to our

peers over the 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 2013 peer group.

The total shareholder return formula is computed as: the ending price – the beginning price + dividends (if

any) / the beginning price with the beginning price being the average closing price of the last 20 trading days of 2012 and the ending price being the average closing price of the last 20 trading days of 2015.

In calculating Helix’s 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 2013, each named executive officer other than Mr. Edwards received a time-vested restricted stock award under our 2005 Plan. The restricted stock

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

In January 2013, each executive officer other than Mr. Edwards received a cash performance award under our 2005 Plan. (We amended this plan in May 2012 to, among other things, provide for certain long-term equity-based cash incentive compensation to eligible employees.) Our executive officers, including the named 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 base stock price for the long-term incentive cash performance awards granted in 2013 was $22.11, representing 115% of the average closing price of our common stock over the last 20 trading days of 2012. Payment amounts are based on the calculated ratio of

the average closing stock price during the measurement period (the “Average Price”) over the base stock price. The maximum amount payable under the 2013 share-based cash performance awards is twice the original amount of the award, and if the average closing price during the measurement period is less than 75% of the base stock price, no payout will be made at the applicable vesting date. The long-term incentive cash awards granted in 2013 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 2014 Payout for 2013 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 2012, $19.23, and therefore a base stock price of $22.11, which is 115% of $19.23.

The Average Price for the 2013 vesting was $22.87, which resulted in a payout of 103.45% for the first vesting tranche of the 2013 cash performance awards. Set forth below is the actual amount received by each

named executive officer (other than Mr. Edwards, whose employment with Helix terminated prior to the first vesting date):

For amounts received in 2013 from the vesting of 2012, 2011, 2010 and 2009 long-term cash performance awards issued pursuant to our 2009

Long-Term Incentive Cash Plan (the “2009 Plan”), 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. The retirement program is our Helix Energy Solutions Group, Inc. Employees Retirement Savings Plan, which is a 401(k) plan. With respect to all employees who participate in our 401(k) plan, 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 2013. Our health and insurance plans are the same for all employees.

In 2013, the Compensation Committee determined to change the structure of the short-term incentive cash bonus program for our executive officers. In December 2013, the Compensation Committee approved the 2014 Short-Term Incentive Program for Helix’s executive officers, including target and maximum bonuses that can be earned by each executive officer. The target and maximum bonuses for 2014 are set forth below as a percentage of base salary, as are the targets for the 2013 Short-Term Incentive Program. The 2013 program set the target bonus equal to the maximum bonus that could be earned by an executive officer based on three financial metrics. The 2014

program sets the target bonus as a lower percentage of base salary than the 2013 program, 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 of a metric falls between levels is made on a linear basis. The Compensation Committee adopted the same three financial metrics for the 2014 Short-Term Incentive Cash Program as were in place for the 2013 program based on the fact that the same financial performance drivers apply to 2014 as were applicable to 2013.

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 Messrs. Edwards and Chamblee executed amended and restated employment agreements in November 2008. Messrs. Edwards and Chamblee each executed employment agreements in connection with their respective promotions to executive officer positions subsequent to that date; in order to reflect evolving corporate governance standards, their agreements do not have “gross-up”, or excise tax protection, provisions. Mr. Edwards’s employment agreement was

amended in December 2012 to include a change in control of our oil and gas subsidiary, then the subject of a sales agreement, within the definition of “Change in Control.” Mr. Edwards’s employment with Helix terminated in March 2013.

The employment agreements with our 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 (“Participants”). Participants 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 a Participants’ 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 securities. 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 employees are required to contact Helix’s legal department prior to

engaging in any hedging or monetization transactions in which the shareholder continues to own the underlying security without the risks or rewards of ownership. Finally, directors, officers and other employees may not purchase our securities on margin or borrow against any account in which our securities are held.

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, 2013, 2012 and 2011, for each of the following named executive officers: (1) the Chief Executive Officer and the Chief Financial Officer and (2) each of the three most highly compensated executive officers of Helix during 2013 other than the Chief Executive Officer or Chief Financial Officer. The

table may not reflect the actual compensation received by named executive officers for those periods. For example, amounts recorded in the stock awards column reflects 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 targeted equity award or cash performance award due to stock price fluctuations and/or forfeitures.