Attached files
| file | filename |
|---|---|
| EX-10.3 - EX-10.3 - OCEANEERING INTERNATIONAL INC | h82026exv10w3.htm |
| EX-10.1 - EX-10.1 - OCEANEERING INTERNATIONAL INC | h82026exv10w1.htm |
| EX-99.1 - EX-99.1 - OCEANEERING INTERNATIONAL INC | h82026exv99w1.htm |
| EX-10.2 - EX-10.2 - OCEANEERING INTERNATIONAL INC | h82026exv10w2.htm |
| EX-99.2 - EX-99.2 - OCEANEERING INTERNATIONAL INC | h82026exv99w2.htm |
| EX-10.5 - EX-10.5 - OCEANEERING INTERNATIONAL INC | h82026exv10w5.htm |
| EX-10.4 - EX-10.4 - OCEANEERING INTERNATIONAL INC | h82026exv10w4.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 2011
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))
TABLE OF CONTENTS
Table of Contents
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensation Arrangements of Certain Officers.
Election of Director and Appointment of Officers
On May 9, 2011, Oceaneering International, Inc. (“Oceaneering”) announced that M. Kevin McEvoy was
appointed by the Board of Directors (the “Board”) as President and Chief Executive Officer of
Oceaneering following the retirement of T. Jay Collins from those positions. Mr. McEvoy, age 60,
previously served as Executive Vice President and Chief Operating Officer of Oceaneering. Mr.
McEvoy was also elected by the Board as a Class II Director, with a term that is scheduled to
expire at Oceaneering’s 2012 annual meeting of shareholders. Oceaneering previously announced in
February 2011 the designation of Mr. McEvoy to succeed Mr. Collins as President and Chief Executive
Officer. Oceaneering also announced the appointment by the Board of Marvin J. Migura,
Oceaneering’s Senior Vice President and Chief Financial Officer, to the position of Executive Vice
President and Chief Financial Officer. A copy of the Press Release announcing these appointments
and election by the Board is furnished as Exhibit 99.1. Changes to the compensation arrangements
for Messrs. McEvoy and Migura as a result of these appointments are reflected in the table and
information below.
Compensation of Officers
On May 6, 2011, the Compensation Committee of the Board (the “Committee”) approved increases in the
annual base salary for the following executive officers who were named executive officers in
Oceaneering’s proxy statement for its 2011 annual meeting of shareholders (the “Named Executive
Officers”) to the following amounts, effective on May 6, 2011 for Messrs. McEvoy and Migura and
July 1, 2011 for the others:
| Name and Position | ||||
M. Kevin McEvoy |
$600,000 | |||
President and Chief Executive Officer |
||||
Marvin J. Migura |
$450,000 | |||
Executive Vice President and Chief Financial Officer |
||||
George R. Haubenreich, Jr. |
$365,000 | |||
Senior Vice President, General Counsel and Secretary |
||||
Kevin F. Kerins |
$315,000 | |||
Senior Vice President — ROVs |
||||
On
May 6, 2011, the Committee approved grants of awards to
Mr. Migura of 2,000 restricted stock
units and 2,000 performance units under Oceaneering’s 2010 Incentive Plan. Those awards have
substantially the same terms and conditions as the awards of restricted stock units and performance
units to Mr. Migura approved by the Committee on February 25, 2011, as previously reported. The
foregoing description of the award to Mr. Migura is intended to be only a summary and is qualified
by reference to the complete agreements, which are attached as exhibits to this report and
incorporated by reference into this Item.
Change of Control and Indemnification Agreements
On May 6, 2011, the Committee approved Oceaneering’s entering into indemnification agreements with
three current executive officers who previously did not have indemnification agreements with
Oceaneering and change of control agreements with four current executive officers who previously
did not have change of control agreements with Oceaneering. These executive officers in each
instance included Kevin F. Kerins.
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The form of indemnification agreement approved is in the same form as the previously disclosed
indemnification agreements entered into with the Named Executive Officers (other than Mr. Kerins).
The form of change of control agreement approved is in substantially the same form as the
previously disclosed change of control agreement entered into in 2001, as amended, with the Named
Executive Officers (other than Mr. Kerins), except as follows:
| • | the severance package provided for consists of an amount equal to two times the sum of 1) the executive’s highest annual rate of base salary during the then-current year or any of the three years preceding the year of termination, and 2) an amount equal to the target award the executive is eligible to receive under the then-current annual bonus plan; | ||
| • | the recipient would receive benefits under all other plans in which he then participates, for two years; and | ||
| • | the recipient would not be eligible to receive a tax gross-up amount for any payments made under the agreement that would cause the recipient to be liable for an excise tax should the payment be a “parachute payment,” as defined by the Internal Revenue Code and applicable Treasury Regulations. |
The foregoing descriptions of the indemnification agreements and change of control agreements are
intended to be only summaries and are qualified by reference to the complete agreements, which are
attached as exhibits to this report and incorporated by reference into this Item.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2011, Oceaneering held its annual meeting of shareholders. The following actions were
taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended:
| 1. | The two nominees proposed by the Board of Directors were elected as Class I directors for a three-year term that is scheduled to expire at Oceaneering’s 2014 annual meeting of shareholders and the voting results are set forth below: |
| Name of Director | For | Withheld | Broker-Non-Votes | |||||||||
T. Jay Collins |
45,992,354 | 2,312,918 | 2,596,852 | |||||||||
D. Michael Hughes |
39,344,794 | 8,960,478 | 2,596,852 | |||||||||
| 2. | To approve, on an advisory basis, the compensation of Oceaneering’s named executive officers. |
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 | |||
44,865,599
|
2,888,921 | 550,752 | 2,596,852 |
| 3. | To approve, on an advisory basis, the frequency of holding future advisory votes to approve the compensation of Oceaneering’s named executive officers: |
The shareholders have selected, on an advisory basis, that Oceaneering hold future advisory votes
on the compensation of Oceaneering’s named executive officers every one year, and the voting
results are set forth below:
| 1 year | 2 years | 3 years | Abstentions | Broker-Non-Votes | ||||
| 40,468,088 | 463,743 | 6,831,605 | 541,836 | 2,596,852 |
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| 4. | To ratify the appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2011. |
The ratification of Ernst & Young LLP was approved, and the voting results are set forth below:
| For | Against | Abstentions | Broker-Non-Votes | |||
| 50,310,637 | 578,408 | 13,079 | 0 |
In light of the voting results with respect to the frequency of shareholder votes on the
compensation of Oceaneering’s named executive officers, Oceaneering’s Board of Directors has
determined that Oceaneering will hold an annual advisory vote on the compensation of its named
executive officers until the next advisory vote on the frequency of shareholder votes on the
compensation of its named executive officers, or until the Board of Directors determines it in the
best interest of Oceaneering to hold such vote with different frequency.
Item 8.01 Other Events
Two-for-One Stock Split
On May 9, 2011, Oceaneering announced that its Board approved a two-for-one stock split of
Oceaneering’s common stock in the form of a stock dividend, payable on June 10, 2011, to
shareholders of record at the close of business on May 19, 2011. Oceaneering common stock is
expected to begin trading on a split-adjusted basis on June 13, 2011. The split will increase
Oceaneering’s total shares of common stock outstanding as of March 31, 2011, from approximately 54
million shares to 108 million shares.
Quarterly Dividend
On May 9, 2011 Oceaneering also announced that its Board declared a quarterly dividend of $0.15 per
common share, on split-adjusted shares, with such dividend payable on June 29, 2011 to shareholders
of record at the close of business on June 17, 2011.
A copy of the press release announcing the above actions is filed as Exhibit 99.2 to this report
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits | ||
10.1
|
Form of Supplemental 2011 Restricted Stock Unit Agreement | |
10.2
|
Form of Supplemental 2011 Performance Unit Agreement | |
10.3
|
2011 Performance Award: Goals and Measures, relating to the form of Supplemental 2011 Performance Unit Agreement | |
10.4
|
Form of Indemnification Agreement | |
10.5
|
Form of Change of Control Agreement | |
99.1
|
Press release issued by Oceaneering International, Inc., dated May 9, 2011 | |
99.2
|
Press release issued by Oceaneering International, Inc., dated May 9, 2011 | |
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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 thereunto duly authorized.
| OCEANEERING INTERNATIONAL, INC. |
||||
| By: | /s/ George R. Haubenreich, Jr. | |||
| George R. Haubenreich, Jr. | ||||
| Senior Vice President, General Counsel and Secretary |
||||
Date: May 9, 2011
Table of Contents
EXHIBIT INDEX
| No. | Description | |
10.1
|
Form of Supplemental 2011 Restricted Stock Unit Agreement | |
10.2
|
Form of Supplemental 2011 Performance Unit Agreement | |
10.3
|
2011 Performance Award: Goals and Measures, relating to the form of Supplemental 2011 Performance Unit Agreement | |
10.4
|
Form of Indemnification Agreement | |
10.5
|
Form of Change of Control Agreement | |
99.1
|
Press release issued by Oceaneering International, Inc., dated May 9, 2011 | |
99.2
|
Press release issued by Oceaneering International, Inc., dated May 9, 2011 |