Oceaneering (OII) revises change-of-control terms and adopts new ELT severance plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Oceaneering International, Inc. updated its executive protection arrangements. The board’s Compensation Committee approved an amended change of control agreement for President and CEO Roderick A. Larson and an amended company-wide Change of Control Plan, adding conditions such as claim releases, restrictive covenants, prorated incentives and extended outplacement services.
The Committee also adopted a new Executive Leadership Team Severance Plan. Eligible executives whose employment is terminated without cause or who resign for good reason receive salary and target bonus multiples over time, prorated and prior-year incentives, medical benefit support, prorated equity vesting and outplacement, all subject to releases and non‑compete style covenants.
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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): March 17, 2026
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Change of Control Agreement and Change of Control Plan and
On March 17, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (the “Company”) approved an amendment and restatement of the Change of Control Agreement between the Company and Roderick A. Larson, the Company’s President and Chief Executive Officer (the “Amended CEO Change of Control Agreement”) and of the Company’s Change of Control Plan (the “Amended Change of Control Plan”).
The Amended CEO Change of Control Agreement modifies Mr. Larson’s prior Change of Control Agreement by conditioning Mr. Larson’s entitlement to the severance benefits payable under the agreement on his execution of a release of claims in favor of the Company and his compliance with restrictive covenants, including non-competition, non-solicitation, non-disparagement, confidentiality and cooperation, and by providing for outplacement services for 24 months.
The Amended Change of Control Plan modifies the prior Change of Control Plan by, among other things, providing for a prorated short‑term incentive award for the year of termination determined based on actual performance for such year (with any personal goals deemed met at target), payment of any earned but unpaid short‑term incentive award for the prior year, and outplacement services for 12 months.
The foregoing descriptions of the Amended CEO Change of Control Agreement and the Amended Change of Control Plan are general descriptions only and are qualified in their entirety by the full text of such agreement and plan, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively.
Executive Leadership Team Severance Plan
On March 17, 2026, the Committee also adopted the Oceaneering International, Inc. Executive Leadership Team Severance Plan (the “ELT Severance Plan”), which provides for severance benefits to eligible executives, including certain of the the Company’s named executive officers.
Under the ELT Severance Plan, if an executive’s employment is terminated by the Company without “Cause” or by the executive for “Good Reason” (as such terms are defined in the ELT Severance Plan), the executive will be entitled to the following severance benefits:
•An aggregate amount equal to one times (or two times, for the Chief Executive Officer) the sum of the executive’s base salary plus target short-term incentive opportunity, payable in equal installments over 12 months (or 24 months, for the Chief Executive Officer).
•A prorated short‑term incentive award for the year of termination, determined based on actual performance for such year (with any personal goals deemed met at target), and payment of any earned but unpaid short‑term incentive award for the prior year.
•For a period of 12 months (or 18 months, for the Chief Executive Officer), payment of the Company’s portion of the monthly premium for continued coverage under the Company’s medical, dental and vision plans, and continued participation in the Company’s supplemental executive health plan for executives (to the extent permitted by the plan).
•Prorated vesting of equity awards (for performance-based awards, to the extent that the performance goals are met based on performance for the full performance period).
•Outplacement services for 12 months (or 24 months, for the Chief Executive Officer).
These severance benefits are conditioned on the executive’s execution of a release of claims in favor of the Company and the executive’s compliance with restrictive covenants, including non-competition, non-solicitation, non-disparagement, confidentiality and cooperation.
No severance benefits are payable under the ELT Severance Plan to an executive whose employment is terminated by the Company without Cause or by the executive for Good Reason if, in connection with the termination, the executive is eligible for severance benefits under the Amended Change of Control Plan described below or an individual agreement.
The foregoing description of the ELT Severance Plan is a general description only and is qualified in its entirety by the full text of such plan, a copy of which is attached as Exhibit 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Index to Exhibits
| 10.1 + | Change of Control Agreement between Oceaneering International, Inc. and Roderick A. Larson dated March 17, 2026. | |||||||||||||||||||||||||||||||
| 10.2 + | Oceaneering International, Inc. Change of Control Plan, as amended and restated as of March 17, 2026. | |||||||||||||||||||||||||||||||
| 10.3 + | Oceaneering International, Inc. Executive Leadership Team Severance Plan, effective as of March 17, 2026. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) | |||||||||||||||||||||||||||||||
| + | Management contract or compensatory plan or arrangement. | |||||||||||||||||||||||||||||||
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: | March 20, 2026 | By: | /S/ JENNIFER F. SIMONS | |||||||||||
| Jennifer F. Simons | ||||||||||||||
| Senior Vice President, Chief Legal Officer | ||||||||||||||
| and Secretary | ||||||||||||||
FAQ
What executive compensation changes did Oceaneering (OII) approve on March 17, 2026?
Oceaneering’s Compensation Committee amended the CEO Change of Control Agreement and the company’s Change of Control Plan, and adopted a new Executive Leadership Team Severance Plan, enhancing severance, prorated incentives, equity vesting, benefits support and outplacement, all conditioned on releases and restrictive covenants.
How does Oceaneering’s amended CEO Change of Control Agreement affect Roderick A. Larson?
The amended CEO agreement conditions Mr. Larson’s severance on signing a release and complying with non‑competition, non‑solicitation, non‑disparagement, confidentiality and cooperation covenants, and adds 24 months of outplacement services, refining when and how change of control severance benefits are provided.
What are the key features of Oceaneering’s amended Change of Control Plan?
The amended Change of Control Plan adds a prorated short‑term incentive for the termination year based on actual performance, guarantees payment of any earned but unpaid prior‑year incentive, and provides 12 months of outplacement services, updating how executives are treated around a qualifying change of control event.
What severance benefits does Oceaneering’s Executive Leadership Team Severance Plan provide?
The ELT Severance Plan offers eligible executives salary plus target bonus multiples over 12 months, or 24 months for the CEO, prorated and prior‑year incentives, company-paid health premiums for a set period, prorated equity vesting, and 12–24 months of outplacement services, subject to releases and covenants.
Under what conditions do Oceaneering executives qualify for ELT Severance Plan benefits?
Executives qualify if terminated without cause or resigning for good reason, as defined in the plan. They must sign a release of claims and comply with non‑competition, non‑solicitation, non‑disparagement, confidentiality and cooperation obligations to receive severance payments, benefits support and equity vesting.
How does the ELT Severance Plan interact with Oceaneering’s Change of Control Plan?
Executives do not receive ELT Severance Plan benefits if, in connection with termination, they are eligible for severance under the amended Change of Control Plan or an individual agreement, preventing duplicate severance coverage and clarifying which protection applies in different termination circumstances.
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Oceaneering Intl
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Mar 12, 2026
[144] OCEANEERING INTERNATIONAL INC SEC Filing
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3.47B
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Oil & Gas Equipment & Services
Oil & Gas Field Services, Nec
United States
HOUSTON