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Teekay Corp. – ‘20-F’ for 12/31/23 – ‘EX-97’

On:  Friday, 3/15/24, at 2:19pm ET   ·   For:  12/31/23   ·   Accession #:  1628280-24-11405   ·   File #:  1-12874

Previous ‘20-F’:  ‘20-F’ on 3/31/23 for 12/31/22   ·   Latest ‘20-F’:  This Filing   ·   10 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/24  Teekay Corp.                      20-F       12/31/23  129:16M                                    Workiva Inc Wde… FA01/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   2.58M 
                Non-Canadian Issuer                                              
 2: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML     45K 
                Liquidation or Succession                                        
 3: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     57K 
 6: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     38K 
 7: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     38K 
 9: EX-97       Graphic                                             HTML     46K 
 4: EX-12.1     Statement re: the Computation of Ratios             HTML     43K 
 5: EX-12.2     Statement re: the Computation of Ratios             HTML     43K 
 8: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     37K 
15: R1          Document and Entity Information                     HTML    117K 
16: R2          Consolidated Statements of Income (Loss)            HTML    183K 
17: R3          Consolidated Statements of Comprehensive Income     HTML     82K 
                (Loss)                                                           
18: R4          Consolidated Balance Sheets                         HTML    178K 
19: R5          Consolidated Statements of Cash Flows               HTML    146K 
20: R6          Consolidated Statement of Changes in Total Equity   HTML    135K 
21: R7          Summary of Significant Accounting Policies          HTML    173K 
22: R8          Revenue                                             HTML     90K 
23: R9          Segment Reporting                                   HTML     89K 
24: R10         Equity-accounted Investments                        HTML     42K 
25: R11         Goodwill and Intangible Assets                      HTML     44K 
26: R12         Accrued Liabilities and Other and Other Long-Term   HTML     52K 
                Liabilities                                                      
27: R13         Long-Term Debt                                      HTML     51K 
28: R14         Operating Leases                                    HTML     77K 
29: R15         Derivative Instruments and Hedging Activities       HTML     67K 
30: R16         Fair Value Measurements                             HTML     65K 
31: R17         Capital Stock                                       HTML    102K 
32: R18         Equity Financing Transactions of the Daughter       HTML     39K 
                Companies                                                        
33: R19         Related Party Transactions                          HTML     44K 
34: R20         Write -down and loss on sale of vessels             HTML     42K 
35: R21         Restructuring Charges                               HTML     42K 
36: R22         Other Loss                                          HTML     48K 
37: R23         Income Taxes                                        HTML     86K 
38: R24         Net Loss Per Share                                  HTML     68K 
39: R25         Supplemental Cash Flow Information                  HTML     63K 
40: R26         Commitments and Contingencies                       HTML     43K 
41: R27         Discontinued Operations and Disposal Groups         HTML     68K 
42: R28         Subsequent Events                                   HTML     40K 
43: R29         Summary of Significant Accounting Policies          HTML    231K 
                (Policies)                                                       
44: R30         Summary of Significant Accounting Policies          HTML     97K 
                (Tables)                                                         
45: R31         Revenue (Tables)                                    HTML     77K 
46: R32         Segment Reporting (Tables)                          HTML     87K 
47: R33         Goodwill and Intangible Assets (Tables)             HTML     43K 
48: R34         Accrued Liabilities and Other and Other Long-Term   HTML     51K 
                Liabilities (Tables)                                             
49: R35         Long-Term Debt (Tables)                             HTML     47K 
50: R36         Operating Leases (Tables)                           HTML     68K 
51: R37         Derivative Instruments and Hedging Activities       HTML     64K 
                (Tables)                                                         
52: R38         Fair Value Measurements (Tables)                    HTML     57K 
53: R39         Capital Stock (Tables)                              HTML     84K 
54: R40         Other (Loss) Income (Tables)                        HTML     48K 
55: R41         Income Taxes (Tables)                               HTML     88K 
56: R42         Net Loss Per Share (Tables)                         HTML     66K 
57: R43         Supplemental Cash Flow Information (Tables)         HTML     60K 
58: R44         Discontinued Operations and Disposal Groups         HTML     64K 
                (Tables)                                                         
59: R45         Summary of Significant Accounting Policies - Basis  HTML     51K 
                of Presentation (Details)                                        
60: R46         Summary of Significant Accounting Policies -        HTML    103K 
                Non-controlling Interests (Detail)                               
61: R47         Summary of Significant Accounting Policies -        HTML     49K 
                Vessels and equipment (Detail)                                   
62: R48         Summary of Significant Accounting Policies -        HTML     49K 
                Summary of Capitalized Dry Docking Costs (Detail)                
63: R49         Summary of Significant Accounting Policies -        HTML     59K 
                Schedule of Accumulated Other Comprehensive Income               
                (Loss) (Detail)                                                  
64: R50         Summary of Significant Accounting Policies Summary  HTML     43K 
                of Significant Accounting Policies - Employee                    
                Pension Plans (Details)                                          
65: R51         Summary of Significant Accounting Policies -        HTML    122K 
                Accounting Pronouncements (Details)                              
66: R52         Revenue - Revenue (Details)                         HTML     88K 
67: R53         Revenue - Operating Leases (Details)                HTML     71K 
68: R54         Revenue - Contract Costs, Assets and Liabilities    HTML     41K 
                (Details)                                                        
69: R55         Segment Reporting - Additional Information          HTML     38K 
                (Detail)                                                         
70: R56         Segment Reporting - Revenue and Income from Vessel  HTML     56K 
                Operations by Segment (Detail)                                   
71: R57         Segment Reporting - Revenue and Income from Vessel  HTML     44K 
                Operations by Segment - Intersegment revenue                     
                (Detail)                                                         
72: R58         Segment Reporting - Other Income Statement Items    HTML     53K 
                by Segment (Detail)                                              
73: R59         Segment Reporting - Reconciliation of Total         HTML     63K 
                Segment Assets (Detail)                                          
74: R60         Segment Reporting - Capital Expenditures by         HTML     42K 
                Segment (Detail)                                                 
75: R61         Equity-accounted Investments - Additional           HTML     59K 
                Information (Detail)                                             
76: R62         Equity-accounted Investments - Condensed Summary    HTML     45K 
                of Company's Investments in and Advances to Joint                
                Ventures (Detail)                                                
77: R63         Goodwill and Intangible Assets - Carrying Amount    HTML     40K 
                of Goodwill for Company's Reportable Segment                     
                (Detail)                                                         
78: R64         Goodwill and Intangible Assets - Summary of         HTML     45K 
                Intangible Assets (Detail)                                       
79: R65         Goodwill and Intangible Assets - Additional         HTML     48K 
                Information (Detail)                                             
80: R66         Accrued Liabilities and Other and Other Long-Term   HTML     47K 
                Liabilities - Schedule of Accrued Liabilities                    
                (Detail)                                                         
81: R67         Accrued Liabilities and Other and Other Long-Term   HTML     51K 
                Liabilities - Schedule of Other Long-Term                        
                Liabilities (Detail)                                             
82: R68         Accrued Liabilities and Other and Other Long-Term   HTML     45K 
                Liabilities - Asset Retirement Obligations                       
                (Details)                                                        
83: R69         Long-Term Debt - Additional Information - Senior    HTML     95K 
                and Convertible Notes (Detail)                                   
84: R70         Long-Term Debt - Summary of Long-Term Debt          HTML     86K 
                (Detail)                                                         
85: R71         Long-Term Debt - Additional Information -           HTML     76K 
                Revolvers (Detail)                                               
86: R72         Long-Term Debt - Additional Information - Other     HTML     90K 
                (Detail)                                                         
87: R73         Operating Leases - Charters-in (Detail)             HTML    119K 
88: R74         Operating Leases - Schedule of Estimated Future     HTML     88K 
                Minimum Rental Payments to be Received and Paid                  
                Under Lease Contracts (Detail)                                   
89: R75         Obligations Related to Finance Leases (Details)     HTML     65K 
90: R76         Obligations Related to Finance Leases - Additional  HTML    121K 
                Information (Detail)                                             
91: R77         Obligations Related to Finance Leases - Schedule    HTML     62K 
                of Repayments of Capital Leases Including Imputed                
                Interest (Detail)                                                
92: R78         Derivative Instruments and Hedging Activities -     HTML     42K 
                Interest Rate Swap Agreements (Detail)                           
93: R79         Derivative Instruments and Hedging Activities -     HTML     48K 
                Location and Fair Value Amounts of Derivative                    
                Instruments (Detail)                                             
94: R80         Derivative Instruments and Hedging Activities -     HTML     57K 
                Effect of Gain (Loss) on Derivatives Not                         
                Designated as Hedging Instruments (Detail)                       
95: R81         Fair Value Measurements - Fair Value of Financial   HTML     82K 
                Instruments and Other Non-Financial Assets                       
                (Detail)                                                         
96: R82         Capital Stock - Additional Information (Detail)     HTML    150K 
97: R83         Capital Stock - Additional Information,             HTML    114K 
                Stock-based compensation (Details)                               
98: R84         Capital Stock - Summary of Stock Option Activity    HTML     67K 
                and Related Information (Detail)                                 
99: R85         Capital Stock - Non-Vested Stock Option Activity    HTML     62K 
                and Related Information (Detail)                                 
100: R86         Capital Stock - Details Regarding Outstanding and   HTML    103K  
                Exercisable Stock Options (Detail)                               
101: R87         Capital Stock - Additional Information,             HTML     88K  
                Stock-based compensation of Subsidiaries (Details)               
102: R88         Equity Financing Transactions of the Daughter       HTML     87K  
                Companies - Additional Information (Detail)                      
103: R89         Related Party Transactions (Detail)                 HTML     58K  
104: R90         Write-down and loss on sale of vessels - Net        HTML     88K  
                (Loss) Gain on Sale of Vessels, Equipment and                    
                Other Operating Assets (Detail)                                  
105: R91         Restructuring Charges (Detail)                      HTML     45K  
106: R92         Other Loss (Detail)                                 HTML     72K  
107: R93         Income Taxes - Components of Company's Deferred     HTML     70K  
                Tax Assets and Liabilities (Detail)                              
108: R94         Income Taxes - Components of Company's Deferred     HTML     43K  
                Tax Assets and Liabilities (Footnote) (Detail)                   
109: R95         Income Taxes - Components of Provision for Income   HTML     46K  
                Taxes (Detail)                                                   
110: R96         Income Taxes - Reconciliations of Income Tax Rates  HTML     55K  
                and Actual Tax Charge (Detail)                                   
111: R97         Income Taxes - Unrecognized Tax Benefits, Recorded  HTML     63K  
                in Other Long-Term Liabilities (Detail)                          
112: R98         Income Taxes - Additional Information (Detail)      HTML     51K  
113: R99         Net Loss Per Share - Schedule of Income (Loss) Per  HTML    103K  
                Share (Detail)                                                   
114: R100        Net Loss Per Share - Additional Information         HTML     39K  
                (Detail)                                                         
115: R101        Supplemental Cash Flow Information - Cash and Cash  HTML     54K  
                Equivalents and Restricted Cash (Details)                        
116: R102        Supplemental Cash Flow Information - Changes in     HTML     69K  
                Operating Assets and Liabilities (Detail)                        
117: R103        Supplemental Cash Flow Information - Additional     HTML     51K  
                Information (Detail)                                             
118: R104        Commitments and Contingencies - Liquidity           HTML     76K  
                (Details)                                                        
119: R105        Discontinued Operations and Disposal Groups IFVO    HTML     94K  
                (Details)                                                        
120: R106        Discontinued Operations and Disposal Groups         HTML     72K  
                Balance Sheet (Details)                                          
121: R107        Discontinued Operations and Disposal Groups EAI     HTML     43K  
                Summary (Details)                                                
122: R108        Discontinued Operations and Disposal Groups         HTML     39K  
                (Details)                                                        
123: R109        Subsequent Events (Details)                         HTML     74K  
124: R9999       Uncategorized Items - tk-20231231.htm               HTML     41K  
126: XML         IDEA XML File -- Filing Summary                      XML    239K  
129: XML         XBRL Instance -- tk-20231231_htm                     XML   2.73M  
125: EXCEL       IDEA Workbook of Financial Report Info              XLSX    270K  
11: EX-101.CAL  XBRL Calculations -- tk-20231231_cal                 XML    238K 
12: EX-101.DEF  XBRL Definitions -- tk-20231231_def                  XML   2.33M 
13: EX-101.LAB  XBRL Labels -- tk-20231231_lab                       XML   2.56M 
14: EX-101.PRE  XBRL Presentations -- tk-20231231_pre                XML   2.57M 
10: EX-101.SCH  XBRL Schema -- tk-20231231                           XSD    297K 
127: JSON        XBRL Instance as JSON Data -- MetaLinks              772±  1.20M  
128: ZIP         XBRL Zipped Folder -- 0001628280-24-011405-xbrl      Zip    929K

‘EX-97’   —   Graphic

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  tkc-ex97xincentivecompen  
TEEKAY CORPORATION Incentive Compensation Recovery Policy 1. Purpose The purpose of the Teekay Corporation Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpreted consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Listing Standard 303A.14 adopted by the New York Stock Exchange (the “Listing Standards”). Unless otherwise defined in this Policy, capitalized terms shall have the meanings set forth in Section 10 below. 2. Policy for Recovery of Erroneously Awarded Compensation In the event of an Accounting Restatement, the Company will recover reasonably promptly the amount of any Erroneously Awarded Compensation Received by an Executive Officer during the Recovery Period. 3. Administration 3.1. This Policy shall be administered by the Compensation Committee, except that the Board may determine to act as the administrator or designate another committee of the Board to act as the administrator with respect to any portion of this Policy other than Section 3.3 (the “Administrator”). The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. 3.2. The Administrator is authorized to take appropriate steps to implement this Policy and may effect recovery hereunder by: (i) requiring payment to the Company, (ii) set-off, (iii) reducing compensation, or (iv) such other means or combination of means as the Administrator determines to be appropriate. 3.3. The Company need not recover Erroneously Awarded Compensation if and to the extent that the Compensation Committee determines that such recovery is impracticable and not required under Rule 10D-1 and the Listing Standards because: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover, (ii) recovery would violate home country law adopted prior to November 28, 2022, after obtaining the opinion of home country counsel acceptable to the New York Stock Exchange, or (iii) recovery would likely cause an otherwise tax-qualified broad-based retirement plan to fail the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. 3.4. Any determinations made by the Administrator under this Policy shall be final and binding on all affected individuals.

 
- 2 - 4. Other Recovery Rights; Company Claims Any right of recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law or pursuant to the terms of any other compensation recovery policy of the Company that may be in effect from time to time, including in any employment agreement, plan or award agreement, or similar agreement and any other legal remedies available to the Company. Nothing contained in this Policy and no recovery hereunder shall limit any claims, damages, or other legal remedies the Company may have against an individual arising out of or resulting from any actions or omissions by such individual. 5. Reporting and Disclosure The Company shall file all disclosures with respect to this Policy in accordance with the requirements of federal securities laws. 6. Indemnification Prohibition Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement that may be interpreted to the contrary, the Company shall not indemnify any individual with respect to amount(s) recovered under this Policy or claims relating to the enforcement of this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by such individual to fund potential clawback obligations hereunder. 7. Amendment; Termination The Board or the Compensation Committee may amend or terminate this Policy from time to time in its discretion as it deems appropriate and shall amend this policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities exchange or association on which the Company’s securities are listed; provided, however, that no amendment or termination of this Policy shall be effective to the extent it would cause the Company to violate any federal securities laws, Securities and Exchange Commission rule or the rules or standards of any national securities exchange or association on which the Company’s securities are listed. 8. Successors This Policy shall be binding and enforceable against all individuals who are or were Executive Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives. 9. Effective Date This Policy is effective only for Incentive-Based Compensation Received by an Executive Officer on or after the Effective Date. 10. Definitions For purposes of this Policy, the following terms shall have the meanings set forth below:

 
- 3 - 10.1. “Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any accounting restatement required to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. 10.2. “Administrator” has the meaning set forth in Section 3.1 hereof. 10.3. “Board” means the Company’s Board of Directors. 10.4. “Company” means Teekay Corporation, a Marshall Islands corporation, and its affiliates. 10.5. “Compensation Committee” means the Compensation and Human Resources Committee of the Board. 10.6. “Effective Date” means October 2, 2023. 10.7. “Erroneously Awarded Compensation” means the amount, as determined by the Administrator, of Incentive-Based Compensation received by an Executive Officer that exceeds the amount of Incentive-Based Compensation that would have been received by the Executive Officer had it been determined based on the restated amounts. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”) the Administrator will determine the amount based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive- Based Compensation was received, and the Company will maintain documentation of the determination of that reasonable estimate and provide the documentation to the New York Stock Exchange. In all cases, the amount to be recovered will be calculated without regard to any taxes paid by the Executive Officer with respect to the Erroneously Awarded Compensation. 10.8. “Executive Officers” means the Company’s current and former executive officers as determined by the Administrator in accordance with Rule 10D-1 and the Listing Standards. Generally, Executive Officers include any executive officer designated by the Board as an “officer” under Rule 16a-1(f) under the Exchange Act. 10.9. “Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based wholly or in part on the Company’s stock price or total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission. 10.10. “Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a Financial Reporting Measure

 
- 4 - that was Received by an individual (i) on or after the Effective Date and after such individual began service as an Executive Officer, (ii) who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and (iii) while the Company had a listed class of securities on a national securities exchange or association. 10.11. Incentive-Based Compensation is deemed to be “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period. 10.12. “Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the applicable Accounting Restatement and any “transition period” as described under Rule 10D-1 and the Listing Standards. For purposes of this Policy, the “date that the Company is required to prepare the applicable Accounting Restatement” is the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. 11. Acknowledgement by Executive Officer Each Executive Officer shall sign and return to the Company an Acknowledgment Form substantially the form attached to this Policy as Exhibit A or in such other form determined by the Administrator, pursuant to which the Executive Officer agrees to be bound by, and comply with, the terms of this Policy.

 
- 5 - Exhibit A TEEKAY CORPORATION Incentive Compensation Recovery Policy ACKNOWLEDGEMENT FORM I, the undersigned, acknowledge and affirm that I have received and reviewed a copy of the Teekay Corporation Incentive Compensation Recovery Policy, and agree that: (i) I am and will continue to be subject to the Teekay Corporation Incentive Compensation Recovery Policy, as amended from time to time (the “Policy”), (ii) the Policy will apply to me both during and after my employment with the Company, and (iii) I will abide by the terms of the Policy, including, without limitation, by promptly returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner determined by the Administrator and permitted by, the Policy. In the event of any inconsistency between the Policy and the terms of any employment agreement or offer letter to which I am a party, or the terms of any compensation plan, program, or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern. Capitalized terms used but not otherwise defined in this Acknowledgement Form shall have the meanings ascribed to such terms in the Policy. ________________________________ Signature ________________________________ Print Name ________________________________ Date

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:3/15/24
For Period end:12/31/236-K
10/2/23
11/28/22
 List all Filings 

10 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/12/23  Teekay Corp.                      6-K         3/31/23    2:33M                                    Workiva Inc Wde… FA01/FA
 3/31/23  Teekay Corp.                      20-F       12/31/22  136:24M                                    Workiva Inc Wde… FA01/FA
 4/06/22  Teekay Corp.                      20-F       12/31/21  147:24M                                    Workiva Inc Wde… FA01/FA
10/12/21  Teekay Corp.                      6-K        10/12/21    4:828K                                   Donnelley … Solutions/FA
 4/01/21  Teekay Corp.                      20-F       12/31/20  156:129M                                   Workiva Inc Wde… FA01/FA
 5/27/20  Teekay Corp.                      6-K         5/27/20    2:83K                                    Donnelley … Solutions/FA
 4/09/20  Teekay Corp.                      20-F       12/31/19  165:60M                                    Workiva Inc Wde… FA01/FA
 3/08/13  Teekay Corp.                      S-8         3/08/13    5:173K                                   Donnelley … Solutions/FA
 4/07/09  Teekay Corp.                      20-F/A     12/31/07   10:2.4M                                   Bowne - BPC/FA
 4/19/07  Teekay Corp.                      20-F       12/31/06    3:3.8M
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