Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements
Effective as of August 23, 2021, the Compensation Committee of the Board of
Directors (the "Compensation Committee") of Oceaneering International, Inc.
("Oceaneering"), acting in accordance with the terms of Oceaneering's Second
Amended and Restated 2010 Incentive Plan, made a discretionary adjustment to the
performance units awarded in February 2019, to change the definition of Adjusted
EBITDA to include (in addition to adjustments to remove the net impact of
foreign currency gains and losses and sales of fixed assets and investments
resulting in gains or losses) adjustments for: impairments, write-downs and/or
write-offs of assets; corporate restructuring expenses; and any other unusual
items. In its determination to make that adjustment, the Compensation Committee
took into account the fact that the Compensation Committee has used this
definition of Adjusted EBITDA for the relevant three-year performance period in
subsequent performance unit awards made in 2020 and 2021, due to its conclusion
that this definition provides a more accurate measure of Oceaneering's financial
performance. The adjustment to the 2019 performance units was made in order to
align with this conclusion.
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