8-K

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): August 18, 2022

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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.

Departure of Certain Officers

On August 24, 2022, Oceaneering International, Inc. (“Oceaneering”) announced that Eric A. Silva intends to retire as Oceaneering's Senior Vice President and Chief Transformation Officer, effective as of October 1, 2022 (the "Effective Date"). Following the Effective Date, he has agreed to continue to serve Oceaneering in a supporting role during a transition period. Certain of Mr. Silva's responsibilities will be transferred to Benjamin M. Laura, who will serve as Oceaneering’s Senior Vice President and Chief Innovation Officer as of the Effective Date. A copy of the Press Release related to this announcement is furnished as Exhibit 99.1.

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.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Index to Exhibits

4

Document

Exhibit 99.1

Oceaneering Announces the Promotion of Benjamin M. Laura

to Senior Vice President and Chief Innovation Officer

HOUSTON, August 24, 2022 – Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today that Benjamin M. Laura, who currently serves as Oceaneering’s Senior Vice President, Offshore Projects Group, has been promoted to Senior Vice President and Chief Innovation Officer (“CIO”), effective October 1, 2022.

Mr. Laura joined Oceaneering in 2014 as Director of Subsea Services, was appointed as Vice President of Service, Technology & Rentals in 2015, appointed as Senior Vice President, Service & Rental in March 2020 and appointed as Senior Vice President, Offshore Projects Group in May 2020. Prior to joining Oceaneering, Mr. Laura was with Baker Hughes where his most recent position was Vice-President and Managing Director for Baker Hughes do Brasil.

In the newly configured CIO role, Mr. Laura will be assuming certain responsibilities currently held by Eric A. Silva, Senior Vice President and Chief Transformation Officer, who has announced his intention to retire. Mr. Laura’s new responsibilities will include the leadership of Information Technology, Global Engineering, New Product Development, Supply Chain Management, Quality and Operational Excellence. Mr. Silva, who joined Oceaneering in 2014, has agreed to continue to serve Oceaneering in a supporting role as Senior Vice President, Strategic Planning during a transition period.

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, “Since joining Oceaneering, Ben has excelled in every position he has held and has progressively assumed more challenging and significantly higher responsibilities. He played a key role in our business realignment over the past few years and in creating innovative solutions to deliver increasing value to our customers. I am excited to welcome Ben to our executive leadership team and look forward to leveraging his insightful leadership and capabilities across all of Oceaneering’s businesses. I would also like to thank Eric for his executive leadership and significant contributions to the company over the last eight years and agreeing to remain with us in a supporting role for a transition period.”

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:

Mark Peterson

Vice President, Corporate Development and Investor Relations

Oceaneering International, Inc.

713-329-4507

investorrelations@oceaneering.com