Document
false0000073756OCEANEERING INTERNATIONAL INC 0000073756 2020-05-08 2020-05-08
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 8, 2020
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
logo2020asm.jpg
Delaware
1-10945
95-2628227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

11911 FM 529
 
 
Houston,
TX
77041
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500
                                        
N/A
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common stock, par value logo2020asm.jpg
Delaware
1-10945
95-2628227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

11911 FM 529
 
 
Houston,
TX
77041
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500
                                        
N/A
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common stock, par value $0.25 per share
OII
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 8, 2020, Oceaneering held its annual meeting of shareholders. The matters voted on and the number of votes cast for or against or withheld, as well as the number of abstentions and broker non-votes as to such matters, as applicable, were as stated below:
1.
The three nominees proposed by our Board of Directors were elected as Class I directors for a three-year term that is scheduled to expire at Oceaneering’s 2023 annual meeting of shareholders, and the voting results are set forth below:
Name of Director
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
William B. Berry
 
68,386,190
 
16,270,669
 
5,784,364
T. Jay Collins
 
47,374,019
 
37,282,840
 
5,784,364
Jon Erik Reinhardsen
 
53,117,758
 
31,539,101
 
5,784,364
2.
Oceaneering's 2020 Incentive Plan was approved, and the voting results are set forth below:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
78,565,150
 
5,103,629
 
988,080
 
5,784,364
3.
The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers was approved, and the voting results are set forth below:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
77,837,735
 
5,823,557
 
995,567
 
5,784,364
4.
The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2020 was ratified, and the voting results are set forth below:
For
 
Against
 
Abstentions
 
 
 
 
 
87,927,448
 
1,445,169
 
1,068,606

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


 
 
 
OCEANEERING INTERNATIONAL, INC.
 
 
 
 
Date:
May 11, 2020
By:
/S/ DAVID K. LAWRENCE
 
 
 
David K. Lawrence
 
 
 
Senior Vice President, General Counsel
 
 
 
and Secretary

OII
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 8, 2020, Oceaneering held its annual meeting of shareholders. The matters voted on and the number of votes cast for or against or withheld, as well as the number of abstentions and broker non-votes as to such matters, as applicable, were as stated below:
1.
The three nominees proposed by our Board of Directors were elected as Class I directors for a three-year term that is scheduled to expire at Oceaneering’s 2023 annual meeting of shareholders, and the voting results are set forth below:
Name of Director
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
William B. Berry
 
68,386,190
 
16,270,669
 
5,784,364
T. Jay Collins
 
47,374,019
 
37,282,840
 
5,784,364
Jon Erik Reinhardsen
 
53,117,758
 
31,539,101
 
5,784,364
2.
Oceaneering's 2020 Incentive Plan was approved, and the voting results are set forth below:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
78,565,150
 
5,103,629
 
988,080
 
5,784,364
3.
The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers was approved, and the voting results are set forth below:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
77,837,735
 
5,823,557
 
995,567
 
5,784,364
4.
The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2020 was ratified, and the voting results are set forth below:
For
 
Against
 
Abstentions
 
 
 
 
 
87,927,448
 
1,445,169
 
1,068,606

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


 
 
 
OCEANEERING INTERNATIONAL, INC.
 
 
 
 
Date:
May 11, 2020
By:
/S/ DAVID K. LAWRENCE
 
 
 
David K. Lawrence
 
 
 
Senior Vice President, General Counsel
 
 
 
and Secretary

3
 v3.20.1
Document and Entity Information Document
May 08, 2020
Cover Page [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2020
Entity Registrant Name OCEANEERING INTERNATIONAL INC
Entity Incorporation, State or Country Code DE
Entity File Number 1-10945
Entity Tax Identification Number 95-2628227
Entity Address, Address Line One 11911 FM 529
Entity Address, City or Town Houston,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77041
City Area Code 713
Local Phone Number 329-4500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.25 per share
Trading Symbol OII
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000073756