Oceaneering International (OII) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 15, 2026, at the Houston, Texas headquarters.

• Proxy materials, including the notice, proxy statement, and annual report, are available online for shareholders of record as of March 23, 2026.

• Shareholders can request paper or email copies of proxy materials at no charge if requested by May 5, 2026.

Voting matters and shareholder proposals

• Election of three Class I directors: William B. Berry, Reema Poddar, and Jon Erik Reinhardsen.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026.

• Proxies may vote on other business that arises during the meeting.

Board of directors and corporate governance

• Board recommends voting FOR all three proposals on the agenda.