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): March 5, 2008

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-10945 (Commission File Number)		95-2628227 (I.R.S. Employer Identification No.)
11911 FM 529 Houston, Texas (Address of principal executive offices)				77041 (Zip Code)

Registrant’s telephone number, including area code: (713) 329-4500

    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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01		Entry into a Material Definitive Agreement.

     On March 5, 2008, the Compensation Committee of the Board of Directors of Oceaneering International, Inc. (the “Committee”) took the following actions relating to the compensation of Oceaneering’s chief executive officer and each other current named executive officer listed in the Summary Compensation Table in Oceaneering’s proxy statement for its 2007 annual meeting of stockholders (the “Named Executive Officers”).

1.

Approval of Cash Bonuses for 2007

     The Committee approved bonuses under Oceaneering’s 2005 Incentive Plan (the “Plan”) and bonuses payable outside the Plan.

     The Committee previously established performance goals for calendar year 2007 with respect to achievement of net income by Oceaneering in calendar year 2007 under the Plan (the “2007 Cash Bonus Award Program”). The Committee considered the attainment of such performance goals to be in excess of the net income amount that would result in the Named Executive Officers achieving the maximum amount payable under the 2007 Cash Bonus Award Program. The Committee (1) awarded the maximum amount payable under the 2007 Cash Bonus Award Program to Oceaneering’s chief executive officer and three of the other Named Executive Officers and (2) exercised its discretion to award an amount less than the maximum amount payable to the remaining Named Executive Officer.

     In addition, the Committee approved additional merit bonuses to Oceaneering’s chief executive officer and three of the other Named Executive Officers based on Oceaneering’s performance and the outstanding contributions to Oceaneering’s performance by these officers. The additional merit bonuses are to be paid in cash as soon as possible and are not being made under any previously existing plan, arrangement or agreement.

     The following table summarizes these cash bonuses under the 2007 Cash Bonus Award Program and additional merit cash bonuses to be paid:

		2007 Cash Bonus				Additional
		Award Program				Merit Bonus
Named Executive Officer and Title		Amount				Amount				Total
T. Jay Collins
President and Chief Executive Officer		$	825,000			$	175,000			$	1,000,000
M. Kevin McEvoy
Executive Vice President		$	350,000			$	100,000			$	450,000
Marvin J. Migura
Senior Vice President and Chief Financial Officer		$	315,000			$	85,000			$	400,000
George R. Haubenreich, Jr.
Senior Vice President, General Counsel and Secretary		$	295,000			$	55,000			$	350,000
Philip D. Gardner
Senior Vice President – Subsea Products		$	150,000				—			$	150,000

2.

Approval of 2008 Annual Cash Bonus Award Program

     The Committee approved a performance-based 2008 Cash Bonus Award Program under the Plan, with any payments to be made no later than March 15, 2009. Bonuses under this program will be determined by the level of achievement of net income for calendar year 2008 compared to the planned amount recommended by Oceaneering’s management and approved by the Committee. Under this program, the maximum possible bonuses for the following executive officers, as a percentage of each officer’s base salary for 2008, is as follows:

						Maximum Bonus
						as a Percentage
		2008 Base Salary				of Base Salary
T. Jay Collins		$	585,000				150	%
M. Kevin McEvoy		$	370,000				125	%
Marvin J. Migura		$	335,000				100	%
George R. Haubenreich, Jr.		$	310,000				100	%
Philip D. Gardner		$	250,000				80	%

     These maximum bonus amounts do not take into account any additional merit bonuses that could be paid outside of the 2008 Cash Bonus Award Program.

SIGNATURE

     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.

Date: March 5, 2008