8-K

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):February 13, 2017

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 (IRS Employer Identification No.)

11911 FM 529 Houston, TX (Address of principal executive offices) 77041 (Zip Code)

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

N/A

(Former name or former address, if changed since last report)

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:

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On February 13, 2017, D. Michael Hughes, a member of the Board of Directors (the "Board") of Oceaneering International, Inc. ("Oceaneering" or "us") notified the Board that he would not stand for re-election and that he was retiring and resigning as a member of the Board effective upon the election of directors at Oceaneering's 2017 annual meeting of shareholders, which is scheduled to be held on May 5, 2017.

Departure of Officer

On February 14, 2017, Oceaneering announced that M. Kevin McEvoy will retire from his position as Chief Executive Officer ("CEO") immediately following Oceaneering's 2017 annual meeting of shareholders. Roderick A. Larson, Oceaneering's President, has been designated to succeed Mr. McEvoy as President and CEO. Mr. McEvoy is expected to continue to serve as a member of the Board. It is anticipated that Mr. Larson will be elected to the Board concurrent with his appointment as CEO after the annual meeting of shareholders. A copy of the press release announcing Mr. Larson's designation is furnished as Exhibit 99.1 to this report.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

The following is being furnished as an exhibit to this report.

99.1 Press release issued by Oceaneering International, Inc. dated February 14, 2017

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SIGNATURES

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.

			OCEANEERING INTERNATIONAL, INC.
Date:	February 14, 2017	By:	/S/ DAVID K. LAWRENCE
			David K. Lawrence
			Senior Vice President, General Counsel
			and Secretary

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Exhibit Index

Exhibit No.	Description
99.1	Press release issued by Oceaneering International, Inc. dated February 14, 2017

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EX-99.1

Exhibit 99.1

Oceaneering Announces Rod Larson

to Succeed Kevin McEvoy as CEO

Planned Succession to Become Effective After

2017 Annual Meeting of Shareholders in May

HOUSTON, February 14, 2017 - Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today that Roderick A. Larson, who currently serves as Oceaneering’s President, has been designated to succeed M. Kevin McEvoy as Chief Executive Officer (“CEO”), immediately following Oceaneering’s 2017 Annual Meeting of Shareholders, which is scheduled to be held on May 5, 2017.

John R. Huff, nonexecutive Chairman of Oceaneering, said, “After 38 years of dedicated service to Oceaneering in numerous positions, Kevin has led the company with skill and integrity, continuing to drive safety and positioning us for growth and change. The board and all of Oceaneering are proud of the accomplishments Kevin has achieved during his tenure.”

Mr. McEvoy said, “I am very pleased to turn over the CEO role to Rod. Rod is a proven leader who has the experience and track record of delivering results. I know we can count on Rod’s direction, supported by a strong management team, to maintain focus and momentum on Oceaneering’s strategy of providing services and products that facilitate deepwater exploration and production.”

Mr. Larson has served as President since February 2015 and is expected to continue in that role as CEO. He previously served as Senior Vice President and Chief Operating Officer from May 2012 to February 2015. Prior to joining Oceaneering, Mr. Larson was with Baker Hughes Incorporated for more than 20 years, where he held various positions, including serving as President of Latin America. He currently serves on the board of Newpark Resources, Inc.

Mr. McEvoy will continue serving on Oceaneering’s board as a Class III Director until at least May 2019. It is anticipated that Mr. Larson will join Oceaneering’s board concurrent with his appointment as President and CEO.

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, Oceaneering International, Inc. cautions that statements in this press release which are forward-looking involve risks and uncertainties that may impact Oceaneering’s actual results. The forward-looking statements in this press release concern: expectation that Mr. Larson will succeed M. Kevin McEvoy as CEO immediately following Oceaneering’s 2017 Annual General Meeting of Shareholders; belief that Oceaneering can count on Mr. Larson’s direction, supported by a strong management team, to maintain focus and momentum on Oceaneering’s business strategy of providing services and products that facilitate deepwater exploration and production; expectation that Mr. Larson, as CEO, will continue in the role of President; expectation that Mr. McEvoy will continue serving on Oceaneering’s board as a Class III Director until at least May 2019; and the anticipation that Mr. Larson will be added to the Board of Directors concurrent with his appointment as President and CEO. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on current information and expectations of Oceaneering.

Oceaneering is a global provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of its applied technology expertise, Oceaneering also serves the defense, entertainment, and aerospace industries.

For more information on Oceaneering, please visit www.oceaneering.com.

Contact:

Suzanne Spera

Director, Investor Relations

Oceaneering International, Inc.

713-329-4707

investorrelations@oceaneering.com