OCEANEERING INTERNATIONAL, INC. (NYSE:OII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
International, Inc. (Oceaneering or us) appointed Roderick A.
Larson>to serve as a Class III Director, President and Chief
Executive Officer of Oceaneering following the retirement of M.
Kevin McEvoy>as our Chief Executive Officer. In connection with
Mr. Larsons increase in responsibilities, the Compensation
Committee of the Board (the Compensation Committee) increased his
annual base salary rate for the remainder of 2017>to
$700,000>and granted supplemental awards of 9,825>performance
units and 25,163>restricted stock units to him under
Oceaneerings Second Amended and Restated 2010 Incentive Plan (the
Incentive Plan).
notional value of $100, but the final value may range from $0 to
$200. The restricted stock units will be settled in shares of
Oceaneering common stock, each unit representing the equivalent of
one share. Mr. Larsons supplemental performance units and
supplemental restricted stock units are scheduled to vest in full
on February 24, 2020.
award of 6,000>shares of restricted stock under the Incentive
Plan, and approved a 2017>base annual cash retainer of
$70,000>payable to Mr. McEvoy>on a quarterly basis. The
restricted stock award is scheduled to vest in full on the first
anniversary of the award date.
the Incentive Plan may be subject to early vesting under certain
conditions, and the foregoing descriptions are incomplete and
qualified by reference to the complete agreements, which are
attached as exhibits to this report and incorporated by reference
into this Item.
Program approved by the Compensation Committee on February 24,
2017>under the Incentive Plan, Mr. Larsons target and maximum
possible bonus percentages remain unchanged at 125%>and 250%,
respectively, but the dollar amount of his bonus under this
program, if any, would be determined by applying the applicable
percentage to his 2017>base salary on a prorated basis. Also
effective May 5, 2017, the Compensation Committee increased the
percentage of Mr. Larsons base salary to be credited to his
notional account in Oceaneerings Supplemental Executive Retirement
Plan to 50%.
shareholders. The matters voted on and the number of votes cast for
or against or withheld, as well as the number of abstentions and
broker non-votes as to such matters, as applicable, were as stated
below:
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1.
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The three nominees proposed by our Board of Directors
were elected as Class I directors for a three-year term that is scheduled to expire at Oceaneerings 2020 annual meeting of shareholders, and the voting results are set forth below: |
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Name of Director
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For
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Withheld
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Broker Non-Votes
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|||
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William B. Berry
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86,030,948
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2,962,085
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3,787,390
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T. Jay Collins
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51,760,388
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37,232,645
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3,787,390
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Jon Erik Reinhardsen
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74,648,846
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14,344,187
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3,787,390
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2.
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Oceaneering’s Second Amended and Restated 2010
Incentive Plan was approved, and the voting results are set forth below: |
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For
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Against
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Abstentions
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Broker Non-Votes
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|||
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|
|
|
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86,042,239
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2,673,470
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277,324
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3,787,390
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3.
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The compensation of Oceaneering’s named executive
officers was approved, on an advisory basis, and the voting results are set forth below: |
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For
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Against
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Abstentions
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Broker Non-Votes
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|||
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81,067,471
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7,031,341
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894,221
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3,787,390
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4.
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The shareholders have selected, on an advisory basis,
that Oceaneering hold future advisory votes on the compensation of Oceaneerings named executive officers every year, and the voting results are set forth below: |
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1 Year
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2 Year
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3 Year
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Abstentions
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Broker Non-Votes
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||||
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79,202,181
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318,740
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9,267,384
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204,728
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3,787,390
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5.
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The appointment of Ernst Young LLP as independent
auditors of Oceaneering for the year ending December 31, 2017 was ratified, and the voting results are set forth below: |
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For
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Against
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Abstentions
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Broker Non-Votes
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|||
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|
|
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|
|
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92,086,984
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564,193
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129,246
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10.1
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Supplemental 2017 Performance Unit Agreement for
Mr. Larson |
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10.2
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Supplemental 2017 Restricted Stock Unit Agreement
for Mr. Larson |
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10.3
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2017 Nonemployee Director Restricted Stock
Agreement for Mr. McEvoy |
About OCEANEERING INTERNATIONAL, INC. (NYSE:OII)
Oceaneering International, Inc. is an oilfield provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. The Company’s business segments are contained within two businesses: services and products provided to the oil and gas industry (Oilfield) and all other services and products (Advanced Technologies). Its four business segments within the Oilfield business are Remotely Operated Vehicles (ROVs), Subsea Products, Subsea Projects and Asset Integrity. The services and products it provides to the oil and gas industry include remotely operated vehicles, specialty subsea hardware, engineering and project management, subsea intervention services, including manned diving, survey and positioning services and asset integrity and nondestructive testing services. The Company serves the defense, aerospace and commercial theme park industries. OCEANEERING INTERNATIONAL, INC. (NYSE:OII) Recent Trading Information
OCEANEERING INTERNATIONAL, INC. (NYSE:OII) closed its last trading session up +0.82 at 26.03 with 1,431,852 shares trading hands.