Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On January 23, 2021, the Board of Directors (the "Board") of Oceaneering
International, Inc. ("Oceaneering") elected Ms. Karen H. Beachy and Dr. Kavitha
Velusamy as independent, non-executive directors, in Classes II and III,
respectively. Ms. Beachy was appointed as a member of the Compensation Committee
of the Board, and Dr. Velusamy was appointed as a member of the Audit Committee
of the Board.
Ms. Beachy, 49, served in roles of increasing responsibility with Black Hills
Corporation, an investor-owned natural gas and electric utility, from July 2014
until December 2020, most recently as Senior Vice President, Growth and Strategy
from August 2019 and as Vice President, Growth and Strategy from October 2018.
Previously, she served as Vice President, Supply Chain from September 2016 and
Director, Supply Chain from July 2014. Ms. Beachy joined Black Hills Corporation
after 17 years in operations and supply-chain management for utilities Vectren
Corporation and LG&E-Kentucky Utilities and two years in management consulting.

Dr. Velusamy, 49, serves as Vice President, Software Engineering of Leia, Inc.,
a light field display technology company, which she joined in July 2020.
Previously, Dr. Velusamy served as Vice President, Engineering of iMerit, Inc.,
a company that enriches and annotates the data that powers algorithms in machine
learning, from June 2019, and held technical leadership roles with Bossa Nova
Robotics, Inc. from May 2016 to March 2019, NVIDIA Corporation from 2015 to
April 2016 and, prior to that time, with Amazon.com, Inc., Cisco Systems, Inc.
and Motorola India Electronics Limited.

In connection with her election, the Board approved Oceaneering entering into an
indemnification agreement with each of Ms. Beachy and Dr. Velusamy. The form of
indemnification agreement approved is in the same form as the previously
disclosed indemnification agreement entered into with the other members of the
Board. The foregoing description of the indemnification agreement is qualified
by reference to the complete form of agreement, which is incorporated by
reference as an exhibit to this report and hereby incorporated by reference into
this Item.
There are no arrangements or understanding between either Ms. Beachy or Dr.
Velusamy and any other person pursuant to which either was selected as a
director. There also are no transactions in which either Ms. Beachy or Dr.
Velusamy has an interest requiring disclosure under Item 404(a) of Regulation
S-K.

Compensatory Arrangements
For 2021, the Board approved payment to each of Ms. Beachy and Ms. Velusamy of
an annual base retainer and such additional retainers for service on the
applicable committees as approved for the other nonemployee directors.

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Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits.
                                                                 Registration or File Number         Form of Report           Report Date            Exhibit Number

*           10.1 +   Form of Indemnification Agreement                                1-10945                     8-K               May 2011                      10.4

                 * Exhibit previously filed with the Securities and

Exchange Commission, as indicated, and incorporated herein by reference.


                 + Management contract or compensatory plan or arrangement.

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