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): November 30, 2007
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10945
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95-2628227 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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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)) |
TABLE OF CONTENTS
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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 November 30, 2007 the Compensation Committee of the Board of Directors of Oceaneering
International, Inc. approved increases in the annual base salary for the executive officers who
were named executive officers in Oceaneering’s proxy statement for its 2007 annual stockholders
meeting to the following amounts for 2008:
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T. Jay Collins |
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585,000 |
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M. Kevin McEvoy |
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370,000 |
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Marvin J. Migura |
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335,000 |
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George R. Haubenreich, Jr. |
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310,000 |
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Philip D. Gardner |
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250,000 |
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The Compensation Committee also approved for Mr. Gardner an increase in the amount credited to
his notional account in Oceaneering’s Supplemental Executive Retirement Plan to 25% of his base
annual salary for 2008.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 30, 2007, the Board of Directors of Oceaneering International, Inc. adopted
amendments to Article V, Section 5.2 (Transfers of Shares) and Section 5.4 (Regulations Regarding
Shares) of Oceaneering’s Amended and Restated Bylaws (the “Bylaws”) in order to make conforming
changes and updates to those sections to facilitate the issuance of shares of capital stock by
Oceaneering with or without certificates. This amendment was made in response to the listing
requirements of the New York Stock Exchange (the “NYSE”) that mandate that all NYSE-listed
companies become eligible to participate in a direct registration system operated by a securities
depository on and after January 1, 2008. A direct registration program is a system for book-entry
ownership of stock or other securities, in which shares are owned, recorded and transferred
electronically without issuance of a physical share certificate. Because Sections 5.2 and 5.4 of
the Bylaws previously contemplated that all shares of capital stock issued by Oceaneering would be
represented by physical share certificates, Oceaneering’s Board of Directors determined it was
appropriate to amended those sections of the Bylaws so that they would contemplate either
certificated or uncertificated shares.
The description of the amendments to the Bylaws set forth above does not purport to be
complete and is qualified by reference to the full text of the Bylaws attached hereto as Exhibit
3.1 and incorporated into this Item 3.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
3.1 Amended and Restated Bylaws of Oceaneering International, Inc. dated as of November 30,
2007.
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