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): April 29, 2009
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-10945
(Commission File Number)
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95-2628227
(I.R.S. Employer
Identification No.) |
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| 11911 FM 529 |
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| Houston, Texas
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77041 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| 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. |
On April 29, 2009, the
Compensation Committee of the Board of Directors of Oceaneering
International, Inc. adopted a new compensation policy that is applicable to future awards of
restricted stock or restricted stock units to its directors and executive officers under its
incentive plans. Specifically, the new policy is that Oceaneering will not provide U.S. federal
income tax gross-up payments to any of its directors or executive officers in connection with
future awards of restricted stock or restricted stock units under any of its incentive plans.
The adoption of this policy formalizes the approach to U.S. federal income tax gross-ups with
respect to such awards since 2004. Since that year, Oceaneering has not granted any awards of
restricted stock or restricted stock units that provide for any such tax gross-up payments to any
of its directors or executive officers. The adoption of this policy will have no effect on
previously outstanding awards (granted in 2002 and 2004) that provide for tax gross-up payments.