oii-20230516

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

Date of Report (Date of earliest event reported): May 16, 2023

(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.)


5875 North Sam Houston Parkway West, Suite 400
Houston,	TX	77086
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

(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):

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 16, 2023, 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 two 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 2026 annual meeting of shareholders, and the voting results were set forth below:


Name of Director	For	Withheld	Broker Non-Votes

William B. Berry	84,920,916	4,427,600	4,788,729
Jon Erik Reinhardsen	54,791,443	34,557,073	4,788,729


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

83,031,367	6,082,514	234,635	4,788,729


3.			The shareholders have selected, on an advisory basis, that Oceaneering hold future advisory votes on the compensation of Oceaneering’s named executive officers every year, and the voting results are set forth below:


1 Year	2 Year	3 Year	Abstentions	Broker Non-Votes

84,394,808	861,202	3,874,638	217,868	4,788,729


4.			The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2023 was ratified, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes

91,187,919	2,865,030	84,296	—

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 17, 2023	By:	/S/ JENNIFER F. SIMONS
			Jennifer F. Simons
			Senior Vice President, Chief Legal Officer
			and Secretary