OCEANEERING INTERNATIONAL INC0000073756false00000737562024-02-212024-02-210000073756exch:XNYS2024-02-212024-02-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2024
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | 1-10945 | 95-2628227 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| |
5875 North Sam Houston Parkway West, Suite 400 | Houston, | TX | 77086 | |
(Address of principal executive offices) | | (Zip Code) | |
Registrant's telephone number, including area code: (713) 329-4500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common stock, par value $0.25 per share | OII | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On February 21, 2024, the Board of Directors (the “Board”) of Oceaneering International, Inc. (“Oceaneering”) elected Ms. Reema Poddar to serve as an independent, non-executive director, in Class I, effective as of February 22, 2024. Ms. Poddar was also appointed as a member of the Nominating, Corporate Governance and Sustainability Committee of the Board.
Ms. Poddar, 56, served as Executive Vice President and General Manager of the diagnostic and pathway informatics business at Philips, a health technology company, from June 2022 to July 2023. Prior to joining Philips, Ms. Poddar served as Head of Product & Technology of OptimEyes.AI from June 2020 to May 2022, and in several executive roles at Teradata Corporation from July 2017 to February 2020, including most recently as Executive Vice President and Chief Product and Development Officer. Ms. Poddar also spent 14 years at General Electric, including most recently as Executive Vice President and Head of Software Engineering at its subsidiary, GE Digital, before leaving to serve as co-founder and Chief Operating Officer of AdFender, Inc. from June 2016 to July 2017. Ms. Poddar has also been a member of the board of directors of MeridianLink, Inc. since November 2021, the board of directors of Accion Labs Group Holdings, Inc. since 2021, and the advisory board of OptimEyes.AI since 2020. Ms. Poddar previously served on the corporate council board of advisors to the Dean of UC San Diego Jacobs School of Engineering from 2018 to 2020. Ms. Poddar holds a master’s degree in computer applications from Bangalore University, India and a master’s degree in physics from Mahatma Gandhi University, India.
In connection with her election, the Board approved Oceaneering entering into an indemnification agreement with Ms. Poddar. The form of indemnification agreement approved is in the same form as the previously disclosed indemnification agreement entered into with the other members of the Board. The foregoing description of the indemnification agreement is qualified by reference to the complete form of agreement, which is incorporated by reference as an exhibit to this report and hereby incorporated by reference into this Item.
There are no arrangements or understandings between Ms. Poddar and any other person pursuant to which she was selected as a director. There also are no transactions in which Ms. Poddar has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Compensatory Arrangements
For 2024, the Board approved payment to Ms. Poddar of an annual base retainer and an additional retainer for her committee service as approved for the other nonemployee directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Registration or File Number | | Form of Report | | Report Date | | Exhibit Number |
| | | | | | | | | | |
* | 10.1 + | | | 1-10945 | | 8-K | | May 2011 | | 10.4 |
| | | | | | | | | | |
| 99.1 | | | | | | | | | |
| | | | | | | | | | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | |
| | | | | | | | | | |
| * | Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference. | | |
| + | Management contract or compensatory plan or arrangement. | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | | OCEANEERING INTERNATIONAL, INC. |
| | | |
Date: | February 27, 2024 | By: | /S/ JENNIFER F. SIMONS |
| | | Jennifer F. Simons |
| | | Senior Vice President, Chief Legal Officer and Secretary |
Oceaneering Appoints New Member to Its Board of Directors
February 27, 2024 – Houston, Texas – Oceaneering International, Inc. (NYSE: OII) today announced that Ms. Reema Poddar has been elected to its Board of Directors as an independent, non-executive director in Class I, effective as of February 22, 2024. Ms. Poddar has also been appointed to the Nominating, Corporate Governance and Sustainability Committee of the Board. Her initial term of office will extend until Oceaneering’s Annual Meeting of Shareholders in 2026.
Ms. Poddar has 30 years of software industry experience, including product strategy, product development and digital business transformation. She has been recognized as a leader in data analytics, machine learning, artificial intelligence, cloud services, cyber security, industrial automation, the Internet of Things (IoT), and diversity, equity and inclusion.
She has served in executive roles at global firms ranging from startups to Fortune 500 corporations, including holding executive roles at General Electric, GE Digital, Emerson, Philips, Teradata Corporation, AdFender Inc., OptimEyes.AI and Intellution, Inc. Ms. Poddar currently serves on the board of directors of MeridianLink, Inc. and Accion Labs Group Holdings, Inc., and on the board of advisors for OptimEyes.AI. Previously, Ms. Poddar served on the corporate council board of advisors to the Dean of UC San Diego Jacobs School of Engineering. Ms. Poddar holds a master’s degree in computer applications from Bangalore University, India and a master’s degree in physics from Mahatma Gandhi University, India.
Kevin McEvoy, Oceaneering’s Chairman of the Board, stated, "We are pleased to welcome Ms. Poddar to Oceaneering’s Board. Our strategic, robotics-focused vision will be strengthened by her successes as an experienced technology executive and respected thought leader and change agent. Her experience in setting product and technology strategy, building and delivering innovative, commercially viable products and services, accelerating digital transformations, and delivering results in the digital market is relevant and meaningful to Oceaneering."
Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.
For more information on Oceaneering, please visit www.oceaneering.com.
Contact: investorrelations@oceaneering.com
Hilary Frisbie
Senior Director, Investor Relations
713-329-4755
Mark Peterson
Vice President, Corporate Development and Investor Relations
713-329-4507
v3.24.0.1
Document and Entity Information Document
|
Feb. 21, 2024 |
Entity Addresses [Line Items] |
|
Entity Address, Postal Zip Code |
77086
|
Entity Address, City or Town |
Houston,
|
Entity Address, Address Line One |
5875 North Sam Houston Parkway West, Suite 400
|
Entity Address, State or Province |
TX
|
Document Information [Line Items] |
|
Document Type |
8-K
|
Document Period End Date |
Feb. 21, 2024
|
Entity Registrant Name |
OCEANEERING INTERNATIONAL INC
|
Amendment Flag |
false
|
Entity Central Index Key |
0000073756
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
1-10945
|
Entity Tax Identification Number |
95-2628227
|
Entity Address, Postal Zip Code |
77086
|
Entity Address, State or Province |
TX
|
Entity Address, City or Town |
Houston,
|
Entity Address, Address Line One |
5875 North Sam Houston Parkway West, Suite 400
|
City Area Code |
713
|
Local Phone Number |
329-4500
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common stock, par value $0.25 per share
|
Trading Symbol |
OII
|
Entity Emerging Growth Company |
false
|
Entity Information [Line Items] |
|
Entity Registrant Name |
OCEANEERING INTERNATIONAL INC
|
Entity Central Index Key |
0000073756
|
Amendment Flag |
false
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
1-10945
|
NEW YORK STOCK EXCHANGE, INC. [Member] |
|
Document Information [Line Items] |
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
dei_EntityAddressesLineItems |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_EntityListingsExchangeAxis=exch_XNYS |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Grafico Azioni Oceaneering (NYSE:OII)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Oceaneering (NYSE:OII)
Storico
Da Ott 2023 a Ott 2024