Oceaneering International (OII) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 15, 2026, with voting on director elections, executive compensation, and auditor ratification.

• 2025 saw consolidated revenue of $2.8 billion (up 5%), operating income of $305 million (up 24%), and net income of $354 million (up 140%).

• Share repurchases totaled $40 million, and share price achieved an 8% CAGR over six years.

• Major contract wins in defense, technology launches, and a record-low safety incident rate of 0.22 in 2025.

• Ongoing focus on business resiliency, energy transition, and greenhouse gas reduction initiatives.

Voting matters and shareholder proposals

• Election of Class I Directors: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen, with board recommendation to vote FOR.

• Advisory vote to approve executive compensation, with board recommendation to vote FOR.

• Ratification of Ernst & Young LLP as independent auditors for 2026, with board recommendation to vote FOR.

Board of directors and corporate governance

• Board comprises experienced, diverse members; 9 of 10 directors are independent per NYSE standards.

• No term limits or mandatory retirement age; average tenure is 8 years, average age is 65.

• Three standing committees: Audit, Compensation, and Nominating/Corporate Governance & Sustainability, all composed of independent directors.

• Board and committees conduct annual self-evaluations and succession planning.

• Single class of shares with equal voting rights; separation of Chair and CEO roles.