Form 8-K - Current report

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): February 21, 2024

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,

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 (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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On February 21, 2024, the Board of Directors (the “Board”) of Oceaneering International, Inc. (“Oceaneering”) elected Ms. Reema Poddar to serve as an independent, non-executive director, in Class I, effective as of February 22, 2024. Ms. Poddar was also appointed as a member of the Nominating, Corporate Governance and Sustainability Committee of the Board.

Ms. Poddar, 56, served as Executive Vice President and General Manager of the diagnostic and pathway informatics business at Philips, a health technology company, from June 2022 to July 2023. Prior to joining Philips, Ms. Poddar served as Head of Product & Technology of OptimEyes.AI from June 2020 to May 2022, and in several executive roles at Teradata Corporation from July 2017 to February 2020, including most recently as Executive Vice President and Chief Product and Development Officer. Ms. Poddar also spent 14 years at General Electric, including most recently as Executive Vice President and Head of Software Engineering at its subsidiary, GE Digital, before leaving to serve as co-founder and Chief Operating Officer of AdFender, Inc. from June 2016 to July 2017. Ms. Poddar has also been a member of the board of directors of MeridianLink, Inc. since November 2021, the board of directors of Accion Labs Group Holdings, Inc. since 2021, and the advisory board of OptimEyes.AI since 2020. Ms. Poddar previously served on the corporate council board of advisors to the Dean of UC San Diego Jacobs School of Engineering from 2018 to 2020. Ms. Poddar holds a master’s degree in computer applications from Bangalore University, India and a master’s degree in physics from Mahatma Gandhi University, India.

In connection with her election, the Board approved Oceaneering entering into an indemnification agreement with Ms. Poddar. The form of indemnification agreement approved is in the same form as the previously disclosed indemnification agreement entered into with the other members of the Board. The foregoing description of the indemnification agreement is qualified by reference to the complete form of agreement, which is incorporated by reference as an exhibit to this report and hereby incorporated by reference into this Item.

There are no arrangements or understandings between Ms. Poddar and any other person pursuant to which she was selected as a director. There also are no transactions in which Ms. Poddar has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Compensatory Arrangements

For 2024, the Board approved payment to Ms. Poddar of an annual base retainer and an additional retainer for her committee service as approved for the other nonemployee directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Registration or File Number

Form of Report

Report Date

Exhibit Number

10.1 +

Form of Indemnification Agreement

1-10945

8-K

May 2011

10.4

99.1

Press release of Oceaneering International, Inc., dated February 27, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

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:	February 27, 2024	By:	/S/ JENNIFER F. SIMONS
			Jennifer F. Simons
			Senior Vice President, Chief Legal Officer and Secretary

Exhibit 99.1

Oceaneering Appoints New Member to Its Board of Directors

February 27, 2024 – Houston, Texas – Oceaneering International, Inc. (NYSE: OII) today announced that Ms. Reema Poddar has been elected to its Board of Directors as an independent, non-executive director in Class I, effective as of February 22, 2024. Ms. Poddar has also been appointed to the Nominating, Corporate Governance and Sustainability Committee of the Board. Her initial term of office will extend until Oceaneering’s Annual Meeting of Shareholders in 2026.

Ms. Poddar has 30 years of software industry experience, including product strategy, product development and digital business transformation. She has been recognized as a leader in data analytics, machine learning, artificial intelligence, cloud services, cyber security, industrial automation, the Internet of Things (IoT), and diversity, equity and inclusion.

She has served in executive roles at global firms ranging from startups to Fortune 500 corporations, including holding executive roles at General Electric, GE Digital, Emerson, Philips, Teradata Corporation, AdFender Inc., OptimEyes.AI and Intellution, Inc. Ms. Poddar currently serves on the board of directors of MeridianLink, Inc. and Accion Labs Group Holdings, Inc., and on the board of advisors for OptimEyes.AI. Previously, Ms. Poddar served on the corporate council board of advisors to the Dean of UC San Diego Jacobs School of Engineering. Ms. Poddar holds a master’s degree in computer applications from Bangalore University, India and a master’s degree in physics from Mahatma Gandhi University, India.

Kevin McEvoy, Oceaneering’s Chairman of the Board, stated, "We are pleased to welcome Ms. Poddar to Oceaneering’s Board. Our strategic, robotics-focused vision will be strengthened by her successes as an experienced technology executive and respected thought leader and change agent. Her experience in setting product and technology strategy, building and delivering innovative, commercially viable products and services, accelerating digital transformations, and delivering results in the digital market is relevant and meaningful to Oceaneering."

Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.

For more information on Oceaneering, please visit www.oceaneering.com.

Contact: investorrelations@oceaneering.com

Hilary Frisbie

Senior Director, Investor Relations

713-329-4755

Mark Peterson

Vice President, Corporate Development and Investor Relations

713-329-4507

Document and Entity Information Document	Feb. 21, 2024
Entity Addresses [Line Items]
Entity Address, Postal Zip Code	77086
Entity Address, City or Town	Houston,
Entity Address, Address Line One	5875 North Sam Houston Parkway West, Suite 400
Entity Address, State or Province	TX
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 21, 2024
Entity Registrant Name	OCEANEERING INTERNATIONAL INC
Amendment Flag	false
Entity Central Index Key	0000073756
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10945
Entity Tax Identification Number	95-2628227
Entity Address, Postal Zip Code	77086
Entity Address, State or Province	TX
Entity Address, City or Town	Houston,
Entity Address, Address Line One	5875 North Sam Houston Parkway West, Suite 400
City Area Code	713
Local Phone Number	329-4500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.25 per share
Trading Symbol	OII
Entity Emerging Growth Company	false
Entity Information [Line Items]
Entity Registrant Name	OCEANEERING INTERNATIONAL INC
Entity Central Index Key	0000073756
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10945
NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Security Exchange Name	NYSE