Oceaneering International Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect three Class I director nominees: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen to serve three-year terms.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   A non-binding, advisory 'say-on-pay' vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.

   More detail

   This management proposal seeks a non-binding advisory 'say-on-pay' approval of the company’s executive compensation practices as disclosed in the proxy. Management asks shareholders to affirm support for the compensation program designed to attract and retain executives, align pay with performance through significant at-risk components (including annual cash bonuses tied to Adjusted EBITDA, Free Cash Flow, and safety/environmental metrics, and multi-year performance units tied to cumulative Adjusted EBITDA and Relative TSR), and reflect recent enhancements such as stock-denominated performance stock units and ratable RSU vesting beginning in 2026. The Board’s recommendation to vote FOR is premised on consistent high shareholder support in recent years (91% in 2025, 94% in 2024), demonstrated company performance in 2025 (growth in revenue, adjusted EBITDA, net income, free cash flow, and safety metrics), and continued engagement with investors. The advisory vote is non-binding but will be considered by the Compensation Committee in future decisions; the proposal frames the compensation philosophy, pay-for-performance metrics, governance features (clawback policy, stock ownership guidelines, no hedging/pledging), and recent changes to better align management and shareholder interests. A sophisticated analyst should note that long-term incentives shifted from cash-settled performance units to stock-settled PSUs in 2026, which increases alignment with shareholders, and that the design still leaves discretion with the Committee for final payouts and includes change-in-control protections and SERP benefits that could be material in certain scenarios.

3. 3

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee's appointment of Ernst & Young LLP as Oceaneering’s independent auditors for the year ending December 31, 2026.

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When is the Oceaneering International Inc 2026 annual meeting?

Oceaneering International Inc (OII) holds its 2026 annual shareholder meeting on Friday, May 15, 2026.

What is the record date for the Oceaneering International Inc 2026 meeting?

The record date for the Oceaneering International Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Oceaneering International Inc's 2026 meeting?

The board is presenting 3 director nominees at the Oceaneering International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Oceaneering International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Oceaneering International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.