Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 24, 2021, Charles W. Davison, Jr., Chief Operating Officer of Oceaneering International, Inc. ("Oceaneering"), gave notice of his resignation from his positions with Oceaneering and its subsidiaries, effective June 30, 2021. Mr. Davison advised that he was leaving the Company in order to pursue another business opportunity.

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