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") is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Amendment and Restatement of Bylaws
Effective as of August 20, 2020, Oceaneering's Board of Directors, acting upon
the recommendation of its Nominating and Corporate Governance Committee, adopted
and approved amended and restated bylaws. The amendments reflected in the
amended and restated bylaws, include, among other things, changes:
• modifying the notice provisions for stockholders to propose nominees for
election as directors or to propose other business to be considered at annual
meetings of the stockholders to:
- expand the period during which a stockholder may provide a notice of proposed
nominees for election as directors or to propose any such other business by an
additional 30 days;
- require that the stockholder proponent (and, if different, the beneficial
owner) must be a stockholder (or beneficial owner) at the time of the meeting
(in addition to as of the record date);
- require that the stockholder proponent provide specified information or make
representations, including as to: (1) the existence of certain agreements,
arrangements or understandings, including any relating to acquiring, holding or
voting shares, or changing or influencing control of the Company; (2)
transactions in Oceaneering's stock in the six-month period prior to the date of
the proposal notice; (3) the intention to appear in person at the meeting to
make the nomination(s)/business proposal(s); and (4) the intention to continue
to hold shares through the date of the meeting;
- require notification from the stockholder proponent if any of the information
provided in the notice relating to its nomination/business proposal changes, as
of the date that is 10 business days prior to the date of the meeting;
- require that a nominee for election or reelection as a director must deliver a
questionnaire and a written representation and agreement, each in a standard
• modifying the provisions relating to stockholder action by written consent to,
among other things, require information from a stockholder proponent similar to
the information required for nominations/proposals at stockholder meetings;
• adding a director confidentiality provision; and
• conforming and clarifying 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 3.1 to this
Form 8-K and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
Index to Exhibits
3.01 Amended and Restated Bylaws
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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