OCEANEERING INTERNATIONAL INC 8-K

What Happened
Oceaneering International, Inc. (OII) reported on March 20, 2026 (actions approved March 17, 2026) that its Compensation Committee amended and restated the Change of Control Agreement with President & CEO Roderick A. Larson and amended the company’s Change of Control Plan. The company also adopted a new Executive Leadership Team (ELT) Severance Plan covering eligible executives, including certain named executive officers. The amended CEO agreement and the ELT plan condition severance on a signed release and compliance with restrictive covenants and provide outplacement services.

Key Details

• The Amended CEO Change of Control Agreement (for Roderick A. Larson) requires a release of claims and compliance with restrictive covenants (non‑competition, non‑solicit, non‑disparagement, confidentiality, cooperation) and provides 24 months of outplacement services.
• The Amended Change of Control Plan provides a prorated short‑term incentive (STI) for the year of termination based on actual performance (personal goals deemed met at target), payment of any earned but unpaid STI for the prior year, and 12 months of outplacement services.
• The ELT Severance Plan provides severance equal to 1x base salary plus target STI (2x for the CEO), paid over 12 months (24 months for CEO); prorated year‑of‑termination STI; company payment of health premiums for 12 months (18 months for CEO); prorated equity vesting (performance awards subject to full‑period performance); and outplacement services (12 months; 24 months for CEO).
• All severance benefits are conditioned on execution of a release and compliance with restrictive covenants; ELT severance is not payable if the executive is eligible for benefits under the Amended Change of Control Plan or an individual agreement. Full texts are filed as exhibits to the 8‑K.

Why It Matters
These changes formalize and standardize severance and change‑of‑control protections for the CEO and other senior executives. For investors, the key takeaways are: (1) potential future cash and benefit obligations are defined (generally 1x–2x base salary plus target STI plus benefit continuations), and (2) the company limited payouts by conditioning benefits on releases and restrictive covenants. Actual financial impact will depend on individual salaries, target incentives and whether a qualifying termination or change‑of‑control occurs.