Oceaneering shareholders approve directors, proposals

Oceaneering International, Inc. held its annual meeting of shareholders on May 15, 2026.

Accepted by SEC EDGAR 05/18/2026 - 05:01 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Oceaneering International, Inc. held its annual meeting of shareholders on May 15, 2026. Shareholders elected three directors, with votes for William B. Berry, Reema Poddar, and Jon Erik Reinhardsen ranging from about 72.1 million to 86.3 million in favor, plus broker non-votes.

Shareholders also approved two additional proposals, which received 85,566,754.16 and 90,695,916.00 votes for, respectively, with relatively low levels of votes against and abstentions. The results indicate broad support for the board’s slate and the other matters presented.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for William B. Berry: 86,283,596.85 votes Votes for Reema Poddar: 81,758,993.85 votes Votes for Jon Erik Reinhardsen: 72,080,298.85 votes +3 more

6 metrics

Votes for William B. Berry 86,283,596.85 votes Director election at May 15, 2026 annual meeting

Votes for Reema Poddar 81,758,993.85 votes Director election at May 15, 2026 annual meeting

Votes for Jon Erik Reinhardsen 72,080,298.85 votes Director election at May 15, 2026 annual meeting

Broker non-votes on director items 3,907,815.15 votes Director elections at May 15, 2026 annual meeting

Proposal votes for (first proposal) 85,566,754.16 votes Shareholder proposal with broker non-votes

Proposal votes for (second proposal) 90,695,916.00 votes Shareholder proposal with zero broker non-votes

Key Terms

annual meeting of shareholders, broker non-votes, abstentions, emerging growth company, +1 more

5 terms

annual meeting of shareholders financial

"On May 15, 2026, Oceaneering held its annual meeting of shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"as well as the number of abstentions and broker non-votes as to such matters"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

abstentions financial

"For | Against | Abstentions | Broker Non-Votes 85,566,754.16 | 2,461,108.69 | 994,623.00 | 3,907,815.15"

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Submission of Matters to a Vote of Security Holders regulatory

"Item 5.07 Submission of Matters to a Vote of Security Holders."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Oceaneering International (OII) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect three directors and to approve two additional proposals. Each item received strong support, with vote totals showing large majorities in favor and relatively low opposition or abstentions across the matters presented.

How many votes did Oceaneering (OII) directors receive in the 2026 election?

Director nominees received strong support: William B. Berry had 86,283,596.85 votes for, Reema Poddar 81,758,993.85, and Jon Erik Reinhardsen 72,080,298.85. Each director also had broker non-votes recorded, reflecting shares not voted on the election.

Were any proposals opposed by a large number of Oceaneering (OII) shareholders?

Opposition was limited. One proposal received 2,461,108.69 votes against and 994,623.00 abstentions versus 85,566,754.16 for. Another had 2,160,916.00 against and 73,469.00 abstentions versus 90,695,916.00 for, indicating broad shareholder support overall.

What are broker non-votes in the Oceaneering (OII) 2026 vote results?

Broker non-votes are shares held in street name that brokers did not vote on certain items. Oceaneering reported 3,907,815.15 broker non-votes on director elections and at least one proposal, meaning those shares were not counted for or against those matters.

Did Oceaneering (OII) report any broker non-votes on all proposals?

No. The company reported 3,907,815.15 broker non-votes for director elections and one proposal, but the proposal with 90,695,916.00 votes for showed zero broker non-votes. That item was fully voted by the shares represented at the meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): May 15, 2026

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.)


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

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 15, 2026, 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 I directors for a three-year term that is scheduled to expire at Oceaneering’s 2029 annual meeting of shareholders, and the voting results were set forth below:


Name of Director	For	Withheld	Broker Non-Votes

William B. Berry	86,283,596.85	2,738,889.00	3,907,815.15
Reema Poddar	81,758,993.85	7,263,492.00	3,907,815.15
Jon Erik Reinhardsen	72,080,298.85	16,942,187.00	3,907,815.15


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

85,566,754.16	2,461,108.69	994,623.00	3,907,815.15


3.			The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2026 was ratified, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes

90,695,916.00	2,160,916.00	73,469.00	0.00

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:	May 18, 2026	By:	/S/ JENNIFER F. SIMONS
			Jennifer F. Simons
			Senior Vice President, Chief Legal Officer
			and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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