-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvR0G+Fzi8X1khDKQm/m3saV5z8lLXkytQs1a9SHcp3h0xF47lhYLfZOt5B6AtBQ o6dfOsKLamhkXsmyZsIcAw== 0000950129-09-001386.txt : 20090429 0000950129-09-001386.hdr.sgml : 20090429 20090429143222 ACCESSION NUMBER: 0000950129-09-001386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090429 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090429 DATE AS OF CHANGE: 20090429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEANEERING INTERNATIONAL INC CENTRAL INDEX KEY: 0000073756 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 952628227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10945 FILM NUMBER: 09778674 BUSINESS ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 713-329-4500 MAIL ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 8-K 1 h66592e8vk.htm FORM 8-K e8vk
 
 
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)
         
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   77041
(Address of principal executive offices)   (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))
 
 

 


 

Item 5.02.   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.

 


 

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 hereunto duly authorized.
         
  OCEANEERING INTERNATIONAL, INC.
 
 
  By:   /s/ George R. Haubenreich, Jr.   
    George R. Haubenreich, Jr.   
    Senior Vice President, General Counsel and Secretary   
 
Date: April 29, 2009

 

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