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

Compensatory Arrangements

Effective as of August 23, 2021, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Oceaneering International, Inc. ("Oceaneering"), acting in accordance with the terms of Oceaneering's Second Amended and Restated 2010 Incentive Plan, made a discretionary adjustment to the performance units awarded in February 2019, to change the definition of Adjusted EBITDA to include (in addition to adjustments to remove the net impact of foreign currency gains and losses and sales of fixed assets and investments resulting in gains or losses) adjustments for: impairments, write-downs and/or write-offs of assets; corporate restructuring expenses; and any other unusual items. In its determination to make that adjustment, the Compensation Committee took into account the fact that the Compensation Committee has used this definition of Adjusted EBITDA for the relevant three-year performance period in subsequent performance unit awards made in 2020 and 2021, due to its conclusion that this definition provides a more accurate measure of Oceaneering's financial performance. The adjustment to the 2019 performance units was made in order to align with this conclusion.

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