Oceaneering International : Notice of 2022 Annual Meeting and Proxy Statement dated March 26, 2021

OCEANEERING INTERNATIONAL, INC.

11911 FM 529, Houston, Texas 77041-3000

April 15, 2022

Dear Shareholder:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders of Oceaneering International, Inc. The meeting will be held on Friday, May 27, 2022, at 8:30 a.m., Central Daylight Saving Time. Due to concerns regarding health and safety arising from the coronavirus (COVID-19) pandemic, the Annual Meeting will be held solely by remote communication via a live audio webcast atwww.virtualshareholdermeeting.com/OII2022. Shareholders will not be able to attend the meeting in person.

The format of the virtual meeting has been designed to ensure that shareholders who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. All of Oceaneering's directors are currently expected to attend the meeting via the webcast. Oceaneering currently expects future annual meetings of its shareholders to be held in person. It is important that you retain a copy of the unique control number found on the proxy card, voting instruction form or notice, as that number will be required in order for shareholders to gain access as shareholders to the meeting via the webcast. As always, we encourage you to vote your shares by proxy prior to the annual meeting.

On the following pages, you will find the Notice of Annual Meeting of Shareholders and Proxy Statement giving information concerning the matters to be acted on at the meeting. Our Annual Report to Shareholders describing Oceaneering's operations during the year ended December 31, 2021 is enclosed.

We hope you will be able to attend the meeting. Whether or not you plan to attend, please take the time to vote. In addition to using the enclosed paper proxy card to vote, which you may sign, date and return in the enclosed postage-paid envelope, you may vote your shares via the Internet or by telephone by following the instructions included in this package.

Thank you for your interest in Oceaneering.

T. Jay Collins Chairman of the Board

Roderick A. Larson

President and Chief Executive OfficerEnclosures

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 27, 2022

The accompanying Proxy Statement and Annual Report are available under the Filings & Reports tab in the Investor Relations section of our website (www.oceaneering.com).

The following information applicable to the Annual Meeting may be found in the Proxy Statement and/or the accompanying proxy card:

• • the date, time and location of the meeting;

• • a list of the matters intended to be acted on and our recommendations regarding those matters;

• • any control/identification numbers that you need to access your proxy card; and

• • information about attending the meeting and voting your shares.

OCEANEERING INTERNATIONAL, INC.

11911 FM 529, Houston, Texas 77041-3000

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Oceaneering International, Inc.:

The Annual Meeting of Shareholders of Oceaneering International, Inc., a Delaware corporation ("Oceaneering"), will be held on the date and at the time and location set forth below. Due to concerns regarding health and safety arising from the coronavirus (COVID-19) pandemic, the Annual Meeting will be held solely by remote communication via a live audio webcast. Shareholders will not be able to attend the meeting in person. The format of the virtual meeting has been designed to ensure that shareholders who attend the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Oceaneering Virtual Annual Shareholders Meeting

Date: Friday, May 27, 2022

Time: 8:30 a.m., Central Daylight Saving Time

Webcast Link:www.virtualshareholdermeeting.com/OII2022

The meeting will be held for the following purposes:

• • elect three Class III directors as members of the Board of Directors of Oceaneering to serve until the 2025 Annual Meeting of Shareholders or until a successor has been duly elected and qualified (Proposal 1);

• • cast an advisory vote on a resolution to approve the compensation of Oceaneering's named executive officers (Proposal 2);

• • ratify the appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2022 (Proposal 3); and

• • transact such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.

The Board of Directors recommends votes in favor of Proposals 1, 2 and 3.

The close of business on April 6, 2022 is the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.

It is important that you retain a copy of the unique control number found on the proxy card, voting instruction form or notice, as that number will be required in order for shareholders to gain access as shareholders to the meeting via the webcast. As always, we encourage you to vote your shares by proxy prior to the annual meeting.

Our Board welcomes your attendance at the meeting. Whether or not you expect to attend the meeting, please submit a proxy as soon as possible so that your shares can be voted at the meeting. You may submit your proxy by filling in, dating and signing the enclosed proxy card and returning it in the enclosed postage-paid envelope. Please refer to page 1 of the Proxy Statement and the proxy card for instructions for proxy voting via the Internet or by telephone.

By Order of the Board of Directors,

David K. Lawrence

April 15, 2022

Senior Vice President, General Counsel and Secretary

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY VIA THE

INTERNET OR BY TELEPHONE OR IN THE ENCLOSED POSTAGE-PAID ENVELOPE IN ACCORDANCE WITH

INSTRUCTIONS IN THIS PROXY STATEMENT AND ON YOUR PROXY CARD.

TABLE OF CONTENTS

Proxies and Voting at the Meeting 1

Solicitation of Proxies 1

Methods of Voting 1

Revocability of Proxies 2

Attending the Virtual Annual Meeting 2

Proposal 1 - Election of Directors 3

Information about Nominees for Election and Continuing Directors 3

Board Highlights 3

Nominees for Election 4

Continuing Directors 6

Security Ownership of Management and Certain Beneficial Owners 9

Corporate Governance 11

Committees of the Board 11

Audit Committee 11

Compensation Committee 12

Nominating, Corporate Governance and Sustainability Committee 13

Leadership Structure and Board Risk Oversight 15

Environmental, Social and Governance Matters 16

Compensation Committee Interlocks and Insider Participation 17

Code of Ethics 17

Delinquent Section16(a) Reports 17

Report of the Audit Committee 17

Proposal 2 - Advisory Vote on a Resolution to Approve the Compensation of

Oceaneering's Named Executive Officers 19

Compensation Discussion and Analysis 21

Executive Summary 21

Compensation Philosophy and Objectives 22

The Role of the Compensation Committee 23

Impact of Prior Year's Say-on-Pay Vote on Executive Compensation 24

The Role of the Compensation Consultant 24

Compensation Peer Group 24

Compensation Benchmarking 25

Pay for Performance 25

Executive Compensation Components 26

Stock Ownership Guidelines 32

Prohibitions on Derivatives Trading, Hedging, etc. 33

Clawback Policy 33

Tax Deductibility of Pay 33

Compliance with Internal Revenue Code Section 409A 34

Report of the Compensation Committee 34

Compensation of Executive Officers 35

Summary Compensation Table 35

Grants of Plan-Based Awards 37

Outstanding Equity Awards at Fiscal Year-End 38

Stock Vested 38

Nonqualified Deferred Compensation 39

Potential Payments on Termination or Change of Control 40

CEO Pay Ratio 44

Compensation of Nonemployee Directors 45

Director Compensation Table 46

Service Agreement with Mr. Huff 46

Certain Relationships and Related Transactions 47

Proposal 3 - Ratification of Appointment of Independent Auditors 48

Independent Auditors' Fees 48

Shareholder Proposals for the 2022 Annual Meeting 49

Transaction of Other Business 49