OCEANEERING INTERNATIONAL INC : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth below in Item 5.03 regarding the amendment and restatement of the amended and restated bylaws of Oceaneering International, Inc. ("Oceaneering" or the "Corporation") is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Bylaws

On November 18, 2022, in connection with a periodic review of the Corporation's bylaws, Oceaneering's Board of Directors, acting upon the recommendation of its Nominating, Corporate Governance and Sustainability Committee, adopted and approved amended and restated bylaws. The amendments reflected in the amended and restated bylaws:

•address in Section 1.10 matters regarding nominations of directors and
solicitations of proxies, including compliance with Rule 14a-19 under the
Securities Exchange Act of 1934, as amended;
•modify Section 1.9 to reflect recent amendments to the Delaware General
Corporation Law regarding the list of stockholders entitled to vote at any
meeting of stockholders; and
•conform and clarify provisions relating to the foregoing.

The foregoing is merely a summary of the amendments to Oceaneering's amended and restated bylaws and is qualified in its entirety by reference to Oceaneering's amended and restated bylaws, a copy of which is included as Exhibit 3.01 to this Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.01             Amended and Restated Bylaws
104            Cover Page Interactive Data File (embedded within the Inline XBRL document.)

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