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 Registrant þ
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):
þNo fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filingfee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5) | Total fee paid: |
¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount previously paid:
2)Form, Schedule or Registration Statement No.:
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4)Date filed:
OCEANEERING INTERNATIONAL, INC.
11911 FM 529, Houston, Texas 77041-3000
March 29, 2019
Dear Shareholder:
You are cordially invited to attend the 2019 Annual Meeting of Shareholders of Oceaneering International, Inc. The meeting will be held on Thursday, May 9,
2019 , at 8:30 a.m., local time, in the Atrium of our corporate offices at 11911 FM 529, Houston, Texas 77041 .
On the following pages, you will find the Notice of Annual Meeting of Shareholders and Proxy Statement giving information concerning the matters to be
acted on at the meeting. Our Annual Report to Shareholders describing Oceaneering's operations during the year ended December 31, 2018 is enclosed.
We hope you will be able to attend the meeting in person. Whether or not you plan to attend, please take the time to vote. In addition to using the enclosed paper proxy card to vote, which you may sign, date and return in the enclosed postage-paid envelope, you may vote your shares via the Internet or by telephone by following the instructions included in this package.
Thank you for your interest in Oceaneering.
John R. Huff | Roderick A. Larson | |
Chairman of the Board | President and Chief Executive Officer |
Enclosures
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held on May 9, 2019 .
The accompanying Proxy Statement and Annual Report are available under the Filings & Reports tab in the Investor Relations section of our Web site (www.oceaneering.com).
The following information applicable to the Annual Meeting may be found in the Proxy Statement and/or the accompanying proxy card:
• the date, time and location of the meeting;
• a list of the matters intended to be acted on and our recommendations regarding those matters;
• any control/identification numbers that you need to access your proxy card; and
• information about attending the meeting and voting in person.
OCEANEERING INTERNATIONAL, INC. 11911 FM 529, Houston, Texas 77041-3000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 9, 2019
To the Shareholders of Oceaneering International, Inc.:
The Annual Meeting of Shareholders of Oceaneering International, Inc., a Delaware corporation ("Oceaneering"), will be held on Thursday, May 9, 2019 , at
8:30 a.m., local time, in the Atrium of our corporate offices at 11911 FM 529, Houston, Texas 77041 for the following purposes:
• | elect three Class III directors as members of the Board of Directors of Oceaneering to serve until the 2022 Annual Meeting of Shareholders or until a |
successor has been duly elected and qualified (Proposal 1); | |
• | cast an advisory vote on a resolution to approve the compensation of Oceaneering's named executive officers (Proposal 2); |
• | ratify the appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2019 (Proposal 3); and |
• | transact such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof. |
The Board of Directors recommends votes in favor of Proposals 1, 2 and 3.
The close of business on March 21, 2019 is the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting or any
adjournment thereof.
Our Board welcomes your personal attendance at the meeting. Whether or not you expect to attend the meeting, please submit a proxy as soon as possible so
that your shares can be voted at the meeting. You may submit your proxy by filling in, dating and signing the enclosed proxy card and returning it in the enclosed postage-paid envelope. Please refer to page 1 of the Proxy Statement and the proxy card for instructions for proxy voting via the Internet or by telephone.
By Order of the Board of Directors, | ||
David K. Lawrence | ||
Senior Vice President, General Counsel and Secretary | ||
March 29, 2019 | ||
YOUR VOTE IS IMPORTANT | ||
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL | ||
YOUR PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR VOTE VIA | ||
THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH INSTRUCTIONS IN | ||
THIS PROXY STATEMENT AND ON YOUR PROXY CARD. | ||
TABLE OF CONTENTS | |
Proxies and Voting at the Meeting | 1 |
Proposal 1 - Election of Directors | 2 |
Information about Nominees for Election and Continuing Directors | 3 |
Nominees for Election | 3 |
Continuing Directors | 4 |
Security Ownership of Management and Certain Beneficial Owners | 6 |
Corporate Governance | 8 |
Committees of the Board | 8 |
Leadership Structure and Board Risk Oversight | 11 |
Compensation Committee Interlocks and Insider Participation | 12 |
Code of Ethics | 12 |
Section 16(a) Beneficial Ownership Reporting Compliance | 12 |
Report of the Audit Committee | 13 |
Proposal 2 - Advisory Vote on a Resolution to Approve the Compensation of Oceaneering's Named Executive Officers | 14 |
Compensation Discussion and Analysis | 15 |
Report of the Compensation Committee | 25 |
Compensation of Executive Officers | 26 |
Summary Compensation Table | 26 |
Grants of Plan-Based Awards | 27 |
Outstanding Equity Awards at Fiscal Year-End | 28 |
Stock Vested | 29 |
Nonqualified Deferred Compensation | 29 |
Potential Payments on Termination or Change of Control | 30 |
Chief Executive Officer and Median Employee Compensation (CEO Pay Ratio) | 33 |
Compensation of Nonemployee Directors | 34 |
Director Compensation Table | 35 |
Certain Relationships and Related Transactions | 36 |
Proposal 3 - Ratification of Appointment of Independent Auditors | 36 |
Fees Incurred for Audit and Other Services Provided by Ernst & Young LLP | 37 |
Shareholder Proposals for the 2020 Annual Meeting | 37 |
Transaction of Other Business | 38 |
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Oceaneering International Inc. published this content on 29 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 March 2019 10:21:12 UTC