Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On January 22, 2020, Oceaneering International, Inc. ("Oceaneering") announced that Stephen P. Barrett, Senior Vice President, Asset Integrity and Business Development, will retire from Oceaneering upon the appointment of his successors to both of those positions. A copy of the press release announcing Mr. Barrett's plan to retire and the appointment of his successor to the position of Senior Vice President, Business Development, is filed as Exhibit 99.1 to this report and incorporated into this Item 5.02 by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


                               Index to Exhibits

   99.1     Press release issued by Oceaneering International, Inc., dated January 22, 2020.

    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

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