UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 14, 2014

HERCULES OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 350-5100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(e) Adoption of Compensatory Plan and Forms of Agreement

At the annual meeting of the stockholders (the “Annual Meeting”) of Hercules Offshore, Inc. (the “Company”) held on May 14, 2014, the Company’s stockholders approved the Hercules Offshore, Inc. 2014 Long-Term Incentive Plan (the “2014 LTIP”). A summary of the 2014 LTIP is set forth under the caption “Proposal 4: Approval of the Hercules Offshore, Inc. 2014 Long-Term Incentive Plan and the Material Terms of the Performance Goals Thereunder – Summary of the Material Features of the 2014 LTIP” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2014 (the “Proxy Statement”) and is incorporated herein by reference. The summary of the 2014 LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 LTIP, a copy of which is filed as Annex A to the Proxy Statement.

In connection with the adoption of the 2014 LTIP, on May 14, 2014, the Company adopted new forms of restricted stock agreements for awards to be granted to employees and directors under the 2014 LTIP. The forms of restricted stock agreements contain provisions regarding vesting and the effect of termination of employment or service on the Company’s board, as applicable, and other provisions consistent with the purposes for which the 2014 LTIP was adopted. The foregoing summaries of the restricted stock agreements are qualified in their entirety by reference to the applicable Form of Restricted Stock Agreement, which are filed herewith as Exhibit 10.2 and Exhibit 10.3 and incorporated in this Item 5.02 by reference.

At the Annual Meeting, the stockholders of a majority of shares of the Company also approved the amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to remove Article Fourth, Division B, Section 4 thereof containing limitations on foreign ownership of our capital stock. The Certificate of Incorporation and the Amendment are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated in this Item 5.03 by reference.

The Company held its annual meeting of stockholders (the “Annual Meeting”) on May 14, 2014. Only holders of the Company’s common stock at the close of business on March 18, 2014 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 162,838,489 shares of common stock outstanding and entitled to vote. A total of 141,812,851 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

Set forth below are the final results of voting on each of the matters submitted to a vote at the Annual Meeting.

1. Stockholders elected each of the three Class III Director nominees for three-year terms, as follows:

2. Stockholders of a majority of the shares voted approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

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3. Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the year ending December 31, 2014, as follows:

4. Stockholders approved the Hercules Offshore, Inc. 2014 Long-Term Incentive Plan and the material terms of the performance goals thereunder, as follows:

5. Stockholders of a majority of the outstanding shares of common stock approved the amendment to our Amended and Restated Certificate of Incorporation to remove Article Fourth, Division B, Section 4 thereof containing limitations on foreign ownership of our capital stock, as follows:

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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