OCEANEERING INTERNATIONAL INCfalse000007375600000737562021-05-072021-05-07
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 27, 2022
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
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 27, 2022, Oceaneering held its annual meeting of shareholders. The matters voted on and the number of votes cast for, 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 III directors for a three-year term that is scheduled to expire at Oceaneering’s 2025 annual meeting of shareholders, and the voting results were set forth below:
Name of Director
For
Withheld
Broker Non-Votes
Roderick A. Larson
82,006,066
6,583,184
4,388,521
M. Kevin McEvoy
83,295,707
5,293,543
4,388,521
Paul B. Murphy, Jr.
67,805,379
20,783,871
4,388,521
2.
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
82,665,945
5,702,507
220,798
4,388,521
3.
The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2022 was ratified, and the voting results are set forth below:
For
Against
Abstentions
Broker Non-Votes
91,339,526
1,507,082
131,163
—
1
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.
