---
schema_version: "secwatch.filing_event.v1"
accession: "0000073756-24-000088"
form_type: "8-K"
ticker: "OII"
cik: "0000073756"
company_name: "OCEANEERING INTERNATIONAL INC"
filed_at: "2024-05-13T23:59:59+00:00"
generated_at: "2026-06-02T02:57:32.779830+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Oceaneering shareholders elect three Class II directors, approve say-on-pay, ratify EY as auditor

## Summary
- Karen H. Beachy, Deanna L. Goodwin, and Steven A. Webster elected as Class II directors for 3-year term; Webster received 74.9M for, 19.0M withheld.
- Advisory say-on-pay resolution approved: 88.1M for, 5.7M against, 0.1M abstentions, 3.8M broker non-votes.
- Ratification of Ernst & Young LLP as auditor for FY2024: 94.5M for, 3.1M against, 0.1M abstentions.

## SEC filing metadata
- accession: 0000073756-24-000088
- form_type: 8-K
- ticker: OII
- cik: 0000073756
- company_name: OCEANEERING INTERNATIONAL INC
- filed_at: 2024-05-13T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/73756/000007375624000088/0000073756-24-000088-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/73756/000007375624000088/oii-20240510.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000073756-24-000088
- JSON: https://secwatch.observer/filing/0000073756-24-000088.json
- Plain text: https://secwatch.observer/filing/0000073756-24-000088.txt

## Key facts
- Shareholder Votes
  OCEANEERING INTERNATIONAL INC shareholders approved Ratification of Ernst & Young LLP as independent auditors for 2024 at the 2024-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-10
  source text: The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2024 was ratified, and the voting results are set forth below: For Against Abstentions Broker Non-Votes 94,542,093 3,061,599 62,505 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/73756/000007375624000088/0000073756-24-000088-index.htm
- Shareholder Votes
  OCEANEERING INTERNATIONAL INC shareholders approved Election of Karen H. Beachy as Class II director at the 2024-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-10
  source text: The three nominees proposed by our Board of Directors were elected as Class II directors for a three-year term that is scheduled to expire at Oceaneering’s 2027 annual meeting of shareholders, and the voting results were set forth below: Name of Director For Withheld Broker Non-Votes Karen H. Beachy 91,919,993 1,967,075 3,779,129
  evidence_url: https://www.sec.gov/Archives/edgar/data/73756/000007375624000088/0000073756-24-000088-index.htm
- Shareholder Votes
  OCEANEERING INTERNATIONAL INC shareholders approved Advisory approval of compensation of named executive officers at the 2024-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-10
  source text: The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers was approved, and the voting results are set forth below: For Against Abstentions Broker Non-Votes 88,063,068 5,703,026 120,947 3,779,129
  evidence_url: https://www.sec.gov/Archives/edgar/data/73756/000007375624000088/0000073756-24-000088-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.