OCEANEERING INTERNATIONAL INC
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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Dec 31, 2025 · Filed Apr 2, 2026
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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. |
2026 Cover Art
Notice of 2026 Annual Meeting of Stockholders
| Date and Time: Friday, May 15, 20268:30 A.M. Central Time | Location: 5775 N. Sam Houston Pkwy. W.Houston, Texas 77086 | Who Can Vote:Stockholders of record at the close of business onMarch 23, 2026 |
|---|
Items of Business and Board of Directors Voting Recommendation:
| 1 | Election of Class I Directors: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen | 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, 2026 | FOR |
Sincerely,
Jennifer F. SimonsSenior Vice President, Chief Legal Officer and Secretary
April 2, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday,
May 15, 2026: The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge
atwww.proxydocs.com/OII and atinvestors.oceaneering.com.
Segment Overview
Subsea Robotics (SSR) includes 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 services and products, including engineering and related manufacturing, principally for the U.S. Department of Defense and for government and commercial space customers.
Message from our Chief
Executive Officer
To our stockholders,
At Oceaneering, execution and accountability are central to
how we earn and maintain the trust and confidence of all our
stakeholders. These responsibilities are reflected in the day-
to-day decisions made by our global team of Oceaneers as
they work to do the right things, the right way, for the people
and communities that depend on us.
We are deliberate in the commitments we make and
disciplined in how we deliver on them. The same high
standards we hold ourselves to at our job sites around the
world guide the decisions we make on your behalf as
stockholders. This approach shapes our strategy, our capital
allocation priorities, and the investments we make to support
long-term performance.
You can see that discipline in the actions we have taken to
position Oceaneering for growth. We expanded our role as a
prime contractor on major U.S. government programs within our defense business. We also extended our
established inspection and visualization capabilities into subsea and offshore applications throughour acquisition
of Global Design Innovation Ltd. (GDi). And because much of our work takes place in harsh environments where
discipline and accountability are essential, I am especially proud of ourteam’s safety performance, including a
record-low safety incident rate of 0.22 in 2025.
On behalf of our Board of Directors, our leadership team, and all Oceaneers around the world, thank you for your
continued trust and confidence. I encourage you to review the proxy materials, and I look forward to speaking with
you at our 2026 Annual Meeting of Stockholders.
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. | Outperform ExpectationsWe perform with excellence to serve our customers and each other. |
| Solve Complex ProblemsWe provide products and services that work through listening, experience, and curiosity. | Own the ChallengeWe hold ourselves accountable for the promises we make and work we do. |
Grow Together
We collaborate, respect, and support
each other so we can reach our full
potential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.