Delaware (State or other jurisdiction of incorporation) | 1-10945 (Commission File Number) | 95-2628227 (IRS Employer Identification No.) |
11911 FM 529 Houston, TX (Address of principal executive offices) | 77041 (Zip Code) |
¨ | 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)) |
1. | The three nominees proposed by the Board of Directors were elected as Class II directors for a three-year term that is scheduled to expire at Oceaneering’s 2018 annual meeting of shareholders, and the voting results are set forth below: |
Name of Director | For | Withheld | Broker Non-Votes | |||||
John R. Huff | 80,208,876 | 5,359,998 | 4,508,169 | |||||
M. Kevin McEvoy | 83,055,190 | 2,513,684 | 4,508,169 | |||||
Steven A. Webster* | 74,915,447 | 10,653,427 | 4,508,169 |
2. | Oceaneering’s Amended and Restated 2010 Incentive Plan was approved, and the voting results are set forth below: |
For | Against | Abstentions | Broker Non-Votes | ||||||||||||
81,096,645 | 4,354,331 | 117,898 | 4,508,169 |
3. | The compensation of Oceaneering’s named executive officers was approved, on an advisory basis, and the voting results are set forth below: |
For | Against | Abstentions | Broker Non-Votes | ||||||||||||
81,278,124 | 3,950,175 | 340,575 | 4,508,169 |
4. | The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2015 was ratified, and the voting results are set forth below: |
For | Against | Abstentions | Broker Non-Votes | ||||||||||||
89,414,163 | 504,343 | 158,537 | 0 |
OCEANEERING INTERNATIONAL, INC. | |||
Date: | May 11, 2015 | By: | /S/ DAVID K. LAWRENCE |
David K. Lawrence | |||
Senior Vice President, General Counsel, Secretary |