Oceaneering International : Proxy Statement (definitive)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Filed by a Party other than the Registrant ¨

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¨Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))þ Definitive Proxy Statement

¨Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

OCEANEERING INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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þNo fee required.

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		5)		Total fee paid:

¨Fee paid previously with preliminary materials.

¨Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid

previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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OCEANEERING INTERNATIONAL, INC.

11911 FM 529, Houston, Texas 77041-3000

March 29, 2019

Dear Shareholder:

You are cordially invited to attend the 2019 Annual Meeting of Shareholders of Oceaneering International, Inc. The meeting will be held on Thursday, May 9,

2019 , at 8:30 a.m., local time, in the Atrium of our corporate offices at 11911 FM 529, Houston, Texas 77041 .

On the following pages, you will find the Notice of Annual Meeting of Shareholders and Proxy Statement giving information concerning the matters to be

acted on at the meeting. Our Annual Report to Shareholders describing Oceaneering's operations during the year ended December 31, 2018 is enclosed.

We hope you will be able to attend the meeting in person. Whether or not you plan to attend, please take the time to vote. In addition to using the enclosed paper proxy card to vote, which you may sign, date and return in the enclosed postage-paid envelope, you may vote your shares via the Internet or by telephone by following the instructions included in this package.

Thank you for your interest in Oceaneering.

John R. Huff		Roderick A. Larson
Chairman of the Board		President and Chief Executive Officer

Enclosures

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on May 9, 2019 .

The accompanying Proxy Statement and Annual Report are available under the Filings & Reports tab in the Investor Relations section of our Web site (www.oceaneering.com).

The following information applicable to the Annual Meeting may be found in the Proxy Statement and/or the accompanying proxy card:

• the date, time and location of the meeting;

• a list of the matters intended to be acted on and our recommendations regarding those matters;

• any control/identification numbers that you need to access your proxy card; and

• information about attending the meeting and voting in person.

OCEANEERING INTERNATIONAL, INC. 11911 FM 529, Houston, Texas 77041-3000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 9, 2019

To the Shareholders of Oceaneering International, Inc.:

The Annual Meeting of Shareholders of Oceaneering International, Inc., a Delaware corporation ("Oceaneering"), will be held on Thursday, May 9, 2019 , at

8:30 a.m., local time, in the Atrium of our corporate offices at 11911 FM 529, Houston, Texas 77041 for the following purposes:

•	elect three Class III directors as members of the Board of Directors of Oceaneering to serve until the 2022 Annual Meeting of Shareholders or until a
	successor has been duly elected and qualified (Proposal 1);
•	cast an advisory vote on a resolution to approve the compensation of Oceaneering's named executive officers (Proposal 2);
•	ratify the appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2019 (Proposal 3); and
•	transact such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.

The Board of Directors recommends votes in favor of Proposals 1, 2 and 3.

The close of business on March 21, 2019 is the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting or any

adjournment thereof.

Our Board welcomes your personal attendance at the meeting. Whether or not you expect to attend the meeting, please submit a proxy as soon as possible so

that your shares can be voted at the meeting. You may submit your proxy by filling in, dating and signing the enclosed proxy card and returning it in the enclosed postage-paid envelope. Please refer to page 1 of the Proxy Statement and the proxy card for instructions for proxy voting via the Internet or by telephone.

	By Order of the Board of Directors,
	David K. Lawrence
	Senior Vice President, General Counsel and Secretary
March 29, 2019
	YOUR VOTE IS IMPORTANT
	WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL
	YOUR PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR VOTE VIA
	THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH INSTRUCTIONS IN
	THIS PROXY STATEMENT AND ON YOUR PROXY CARD.

Table of Contents

TABLE OF CONTENTS
Proxies and Voting at the Meeting	1
Proposal 1 - Election of Directors	2
Information about Nominees for Election and Continuing Directors	3
Nominees for Election	3
Continuing Directors	4
Security Ownership of Management and Certain Beneficial Owners	6
Corporate Governance	8
Committees of the Board	8
Leadership Structure and Board Risk Oversight	11
Compensation Committee Interlocks and Insider Participation	12
Code of Ethics	12
Section 16(a) Beneficial Ownership Reporting Compliance	12
Report of the Audit Committee	13
Proposal 2 - Advisory Vote on a Resolution to Approve the Compensation of Oceaneering's Named Executive Officers	14
Compensation Discussion and Analysis	15
Report of the Compensation Committee	25
Compensation of Executive Officers	26
Summary Compensation Table	26
Grants of Plan-Based Awards	27
Outstanding Equity Awards at Fiscal Year-End	28
Stock Vested	29
Nonqualified Deferred Compensation	29
Potential Payments on Termination or Change of Control	30
Chief Executive Officer and Median Employee Compensation (CEO Pay Ratio)	33
Compensation of Nonemployee Directors	34
Director Compensation Table	35
Certain Relationships and Related Transactions	36
Proposal 3 - Ratification of Appointment of Independent Auditors	36
Fees Incurred for Audit and Other Services Provided by Ernst & Young LLP	37
Shareholder Proposals for the 2020 Annual Meeting	37
Transaction of Other Business	38