OCEANEERING INTERNATIONAL INC
For the period ended Mar 28, 2025. Filed Mar 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 28, 2025 · Filed Mar 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
| OCEANEERING INTERNATIONAL, INC. | |
| (Name of Registrant as Specified in its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| þ | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of Stockholders
| Date and Time: Friday, May 9, 202511:00 A.M. prevailing Central Time | Location: 5775 N. Sam Houston Pkwy. W.Houston, Texas 77086 | Who Can Vote:Stockholders of record at the close of business onMarch 17, 2025 |
|---|
Items of Business and Board of Directors Voting Recommendation:
| 1 | Election of Class III Directors: Roderick A. Larson, M. Kevin McEvoy, and Paul B. Murphy, Jr. | FOR each of the nominees |
| 2 | Advisory Vote to Approve Executive Compensation | FOR |
| 3 | Ratification of Appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2025 | FOR |
| 4 | Approval of Amended and Restated 2020 Incentive Plan | FOR |
Sincerely,
Jennifer F. SimonsSenior Vice President, Chief Legal Officer and Secretary
March 28, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday, May
9, 2025: The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at
www.proxyvote.com and atinvestors.oceaneering.com.
Segment Overview
Subsea Robotics (SSR) merges our underwater robotics and automation capabilities by combining our Remotely Operated Vehicles (ROV), Survey, and ROV Tooling businesses.
Manufactured Products (MP) brings together our competencies and expertise in manufacturing, project management, and advanced technology product development, including in robotics and automation, to deliver subsea and surface products to energy and non-energy customers.
Offshore Projects Group (OPG) provides a broad portfolio of integrated subsea solutions for completions, construction, well intervention, inspection, maintenance, and repair activities that enhance the efficiency and capability of our customers’ assets.
Integrity Management & Digital Solutions (IMDS) leverages software, analytics, and services to establish optimized inspection and maintenance programs that promote the safety, efficiency, and cost effectiveness of our customers’ programs and assets.
Aerospace and Defense Technologies (ADTech) provides engineering services and related manufacturing, principally for the U.S. Department of Defense and for government and commercial space customers.
About the cover art: Our stakeholders often ask us what the “crystal ball” is telling us about the future of our markets, offerings, and performance. With this in mind, our talented graphic designers imagined an Oceaneer gazing into an aquatic sphere where future offerings are springing forth to join our core current business lines. The Oceaneer is demonstrating our mission to “Solve the Unsolvable” as a new day dawns.
Message from our
Chief Executive Officer
To our stockholders,
Oceaneering’s story has always been
about inspiration and innovation —
inspiration that comes from facing a
challenge that seems insurmountable, and
innovation that comes from working
together to achieve outcomes more
meaningful than any one of us could have
accomplished on our own.
Our unique culture and values enable us to apply advanced technologies and
integrated solutions to solve complex problems in harsh environments. In a
complex, globally interconnected, and increasingly digitally driven world, it’s our
common identity as Oceaneers that enables us to carry out our mission to “solve
the unsolvable.”
In 2024, our focus remained on building confidence and credibility with all of our
stakeholders, and I am pleased to share that we continue to deepen our
relationship with existing customers, improve talent retention and safety, and
deliver strong financial performance for our stockholders. You can learn more
about our financial and other business highlights throughout this proxy statement.
We look forward to working with all of our stakeholders to define what’s possible
for our shared future as we continue developing the remote, resident, and
autonomous technology solutions that are needed to achieve the best planet, for
the most people, for the longest time. On behalf of our Board of Directors, our
leadership team, and all Oceaneers around the globe, I want to thank you for
your investment and continued support.
Regards,
Roderick A. LarsonPresident and Chief Executive Officer
Oceaneering Core Values
Do Things RightWe work safely and act with integrity in the best interest of our industry partners, employees, and the environment.
Solve Complex ProblemsWe provide products and services that work through listening, experience, and curiosity.
Grow TogetherWe collaborate, respect, and support each other so we can reach our full potential.
Outperform ExpectationsWe perform with excellence to serve our customers and each other.
Own the ChallengeWe hold ourselves accountable for the promises we make and work we do.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.