Oceaneering International Inc. Files Definitive Proxy Statement

Ticker: OII · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 73756

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Oceaneering International, Executive Compensation, Shareholder Meeting

TL;DR

<b>OCEANEERING INTERNATIONAL INC files its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

OCEANEERING INTERNATIONAL INC (OII) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period End Date: 2023-12-31. Filed As Of Date: 2024-03-29. Company Name: OCEANEERING INTERNATIONAL INC. SEC File Number: 001-10945.

Why It Matters

For investors and stakeholders tracking OCEANEERING INTERNATIONAL INC, this filing contains several important signals. This filing provides detailed information regarding the company's annual meeting of shareholders, including proposals to be voted on, executive compensation, and director nominations. Shareholders can review executive compensation details, stock awards, and changes in equity awards for both PEO and Non-PEO members.

Risk Assessment

Risk Level: — OCEANEERING INTERNATIONAL INC shows moderate risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes that would indicate high risk.

Analyst Insight

Review the executive compensation and director nomination sections to understand potential changes in corporate governance and shareholder alignment.

Key Numbers

Key Players & Entities

FAQ

When did OCEANEERING INTERNATIONAL INC file this DEF 14A?

OCEANEERING INTERNATIONAL INC filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by OCEANEERING INTERNATIONAL INC (OII).

Where can I read the original DEF 14A filing from OCEANEERING INTERNATIONAL INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by OCEANEERING INTERNATIONAL INC.

What are the key takeaways from OCEANEERING INTERNATIONAL INC's DEF 14A?

OCEANEERING INTERNATIONAL INC filed this DEF 14A on March 29, 2024. Key takeaways: Filing Type: DEF 14A (Definitive Proxy Statement). Reporting Period End Date: 2023-12-31. Filed As Of Date: 2024-03-29.

Is OCEANEERING INTERNATIONAL INC a risky investment based on this filing?

Based on this DEF 14A, OCEANEERING INTERNATIONAL INC presents a moderate-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes that would indicate high risk.

What should investors do after reading OCEANEERING INTERNATIONAL INC's DEF 14A?

Review the executive compensation and director nomination sections to understand potential changes in corporate governance and shareholder alignment. The overall sentiment from this filing is neutral.

How does OCEANEERING INTERNATIONAL INC compare to its industry peers?

Oceaneering International operates in the oil and gas field services sector, providing specialized services and equipment to the offshore energy industry.

Are there regulatory concerns for OCEANEERING INTERNATIONAL INC?

As a publicly traded company, Oceaneering International is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

Oceaneering International operates in the oil and gas field services sector, providing specialized services and equipment to the offshore energy industry.

Regulatory Implications

As a publicly traded company, Oceaneering International is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze the proposals to be voted on at the upcoming shareholder meeting.
  2. Examine the executive compensation details and any changes in stock awards.
  3. Review the list of director nominees and their qualifications.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine proxy statement and does not represent a change from previous filings in terms of format or purpose, but provides updated information for the current fiscal year.

Filing Stats: 4,564 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-03-29 07:05:43

Key Financial Figures

Filing Documents

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 11 Corporate Governance 13 Committees of the Board 13 Audit Committee 13 Compensation Committee 14 Nominating , Corporate Governance and Sustainability Committee 15 Leadership Structure and Board Risk Oversight 17 Environmental, Social and Governance Matters 18 O versight 18 E nergy Transition 19 E SG R eporting 20 Compensation Committee Interlocks and Insider Participation 20 Code of Ethics 20 Delinquent Section16(a) Reports 20 Report of the Audit Committee 21 Proposal 2 – Advisory Vote on a Resolution to Approve the Compensation of Oceaneering's Named Executive Officers 22 Compensation Discussion and Analysis 24 Executive Summary 24 Compensation Philosophy and Objectives 25 The Role of the Compensation Committee 26 Impact of Prior Year's Say-on-Pay Vote on Executive Compensation 26 The Role of the Compensation Consultant 27 Compensation Peer Group 27 Compensation Benchmarking 28 Pay for Performance 28

Executive Compensation Components

Executive Compensation Components 29 Stock Ownership Guidelines 36 Prohibitions on Derivatives Trading, Hedging, etc. 36 Clawback Policy 36 Tax Deductibility of Pay 37 Compliance with Internal Revenue Code Section 409A 37 Report of the Compensation Committee 37 Compensation of Executive Officers 38 Summary Compensation Table 38 Grants of Plan-Based Awards 40 Outstanding Equity Awards at Fiscal Year-End 41 Stock Vested 41 Nonqualified Deferred Compensation 42 Pay vs. Performance 43 Potential Payments on Termination or Change of Control 47 CEO Pay Ratio 52 Compensation of Nonemployee Directors 52 Director Compensation Table 53 Certain Relationships and Related Transactions 54 Proposal 3 – Ratification of Appointment of Independent Auditors 55 Independent Auditors' Fees 55 Shareholder Proposals for the 2025 Annual Meeting 56 Transaction of Other Business 56 Table of Contents OCEANEERING INTERNATIONAL, INC. PROXY STATEMENT PROXIES AND VOTING AT THE MEETING Only holders of record of shares of Oceaneering International, Inc. ("Oceaneering") common stock, $0.25 par value per share ("Common Stock") at the close of business on March 20, 2024, will be entitled to notice of, and to vote at, the meeting. As of that date, 101,387,004 shares of our Common Stock were outstanding. Each of those outstanding shares is entitled to one vote at the meeting. For ten days prior to the meeting, a list of shareholders entitled to vote will be available for inspection by any shareholder for any purpose germane to the Annual Meeting at our principal executive offices located at 5875 N. Sam Houston Pkwy. W., Suite 400, Houston, Texas 77086. If you would like to view the shareholder list, please call our Senior Vice President, Chief Legal Officer and Secretary, Jennifer F. Simons, at (713) 329-4500, to schedule an appointment. We are initially sending this Proxy Statement and the accompanying proxy to our shareholders

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