Oceaneering International (OII) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 9, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and an amended incentive plan.

• 2024 saw a 10% revenue increase to $2.7 billion, 36% rise in operating income, and 51% net income growth, with all five segments contributing.

• Share repurchases returned $20 million to stockholders; share price rose from $21.28 to $26.08 during 2024.

• Notable achievements include a major U.S. DoD contract, acquisition of Global Design Innovation Ltd., and a 10% improvement in employee engagement.

Voting matters and shareholder proposals

• Election of Class III directors: Roderick A. Larson, M. Kevin McEvoy, and Paul B. Murphy, Jr.

• Advisory vote to approve executive compensation (Say-on-Pay).

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

• Approval of the Amended and Restated 2020 Incentive Plan, adding 4.2 million shares and updating administrative provisions.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; average tenure is eight years.

• Committees: Audit, Compensation, and Nominating, Corporate Governance & Sustainability, all comprised of independent directors.

• Board and committee meetings had high attendance; all directors attended at least 75% of meetings.

• Board succession planning emphasizes diversity, expertise, and alignment with long-term strategy.

• Annual self-evaluations, continuing education, and robust stock ownership guidelines are in place.