OCEANEERING INTERNATIONAL INC 8-K

What Happened

• Oceaneering International, Inc. (OII) filed an 8-K on May 18, 2026 reporting the outcomes of its annual meeting of shareholders held May 15, 2026.
• The board’s three nominees were elected as Class I directors for three‑year terms expiring at the 2029 annual meeting: William B. Berry; Reema Poddar; and Jon Erik Reinhardsen.
• Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers (“say-on-pay”), and ratified the appointment of Ernst & Young LLP as Oceaneering’s independent auditors for the year ending December 31, 2026.

Key Details

• Director election vote totals (For / Withheld / Broker Non‑Votes):
  • William B. Berry: 86,283,596.85 / 2,738,889.00 / 3,907,815.15
  • Reema Poddar: 81,758,993.85 / 7,263,492.00 / 3,907,815.15
  • Jon Erik Reinhardsen: 72,080,298.85 / 16,942,187.00 / 3,907,815.15
• Advisory vote on executive compensation (say-on-pay): For 85,566,754.16; Against 2,461,108.69; Abstentions 994,623.00; Broker Non‑Votes 3,907,815.15.
• Ratification of auditors: Ernst & Young LLP ratified with For 90,695,916.00; Against 2,160,916.00; Abstentions 73,469.00.

Why It Matters

• Election of the three directors confirms the Board’s governance slate through 2029 and affects oversight of strategy and management.
• The advisory approval of executive pay signals shareholder support for the company’s compensation practices (non-binding).
• Ratification of Ernst & Young ensures continuity of the company’s independent audit for 2026, which is material to financial reporting and investor confidence.
• Reported broker non‑votes show there were shares held at brokers that did not vote on certain proposals, which can affect vote totals on non-routine items.