Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:



¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
þ	Definitive Additional Materials
¨	Soliciting Material Pursuant to § 240.14a-12
OCEANEERING INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount previously paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing party:
	4)	Date filed:

ADDITIONAL INFORMATION REGARDING THE ANNUAL

MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2020

On May 7, 2020, the Board of Directors (the “Board”) of Oceaneering International, Inc., a Delaware corporation (“Oceaneering”), re-elected Mr. John R. Huff as Chairman of the Board and approved participation on the committees of the Board as follows, effective immediately.



Audit Committee	Paul B. Murphy, Jr., Chair
	Deanna L Goodwin
	Jon Erik Reinhardsen
Compensation Committee	Deanna L. Goodwin, Chair
	William B. Berry
	Jon Erik Reinhardsen
Nominating and Corporate Governance Committee	Steven A. Webster, Chair
Nominating and Corporate Governance Committee	Paul B. Murphy, Jr.
	Jon Erik Reinhardsen

These definitive additional materials are being filed with the U.S. Securities and Exchange Commission and are being made available to Oceaneering’s shareholders on or about May 8, 2020.

PLEASE READ THESE MATERIALS CAREFULLY IN CONJUNCTION WITH THE PROXY STATEMENT AND OTHER PROXY MATERIALS PROVIDED BY OCEANEERING.

The proxy materials for the Annual Meeting are available under the Annual Reports and Proxy Materials subsection of the Filings & Reports tab in the Investor Relations section of Oceaneering’s website (www.oceaneering.com)