Oceaneering International (OII) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 9, 2025, at the Houston, Texas headquarters.

• Shareholders can vote online, by mail, or in person, with voting deadlines specified for plan and non-plan shares.

• Proxy materials, including the Notice, Proxy Statement, and Annual Report, are available online or by request.

Voting matters and shareholder proposals

• Election of three directors: Roderick A. Larson, M. Kevin McEvoy, and Paul B. Murphy, Jr., all recommended for approval.

• Advisory vote on executive compensation (say-on-pay) recommended for approval.

• Ratification of Ernst & Young LLP as independent auditors for 2025 recommended for approval.

• Approval of the Amended and Restated 2020 Incentive Plan recommended for approval.

• Proxies authorized to vote on other business as may arise at the meeting.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.