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): May 16, 2014

 

 

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-10945   95-2628227

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(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:

 

¨ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 16, 2014, the stockholders of Oceaneering International, Inc. (“Oceaneering”) approved an amendment to Oceaneering’s Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 183 million to 363 million and to increase the number of authorized shares of common stock from 180 million to 360 million. As a result of this stockholder approval, Oceaneering filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of Delaware on May 16, 2014. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 16, 2014, Oceaneering held its annual meeting of shareholders. The matters voted upon and the number of votes cast for or against (or withheld, in the case of item 1, below), as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

 

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 2017 annual meeting of shareholders, and the voting results are set forth below:

 

Name of Director

   For      Withheld      Broker-Non-Votes  

T. Jay Collins

     78,475,198         14,922,838         5,995,270   

D. Michael Hughes

     77,993,170         15,404,866         5,995,270   

 

2. The amendment of Oceaneering’s Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 183 million to 363 million and to the number of authorized shares of common stock from 180 million to 360 million was approved:

 

For   Against   Abstentions   Broker-Non-Votes
76,124,579   22,880,360   388,367   0

 

3. 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
87,864,669   3,976,787   1,556,580   5,995,270

 

4. The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2014 was ratified, and the voting results are set forth below:

 

For   Against   Abstentions   Broker-Non-Votes
97,940,503   949,909   502,894   0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following is furnished as an exhibit to this report.

 

3.1    Certificate of Amendment to Restated Certificate of Incorporation of Oceaneering International, Inc. dated as of May 16, 2014.

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.
Date: May 16, 2014     By:   /s/ David K. Lawrence
      Senior Vice President, General Counsel and Secretary

Exhibit Index

 

Exhibit No.

  

Description

3.1    Certificate of Amendment to Restated Certificate of Incorporation of Oceaneering International, Inc. dated as of May 16, 2014.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

to the

RESTATED CERTIFICATE OF INCORPORATION

of

OCEANEERING INTERNATIONAL, INC.

Oceaneering International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment (this “Certificate of Amendment”), which amends the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), as described below, and does hereby further certify that:

1. The name of the Corporation is Oceaneering International, Inc.

2. The Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the amendment to the Certificate of Incorporation this Certificate of Amendment is effecting, and the Corporation’s stockholders have duly adopted that amendment, all in accordance with the provisions of Section 242 of the DGCL.

3. This Certificate of Amendment amends the Certificate of Incorporation to increase the number of authorized shares of capital stock from 183 million to 363 million and to increase the number of authorized shares of common stock from 180 million to 360 million.

4. The Certificate of Incorporation is hereby amended by deleting the first sentence of Article Fourth and replacing it with a new first sentence, reading in its entirety as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is 363 Million (363,000,000), consisting of 360 Million (360,000,000) shares of Common Stock of the par value of Twenty-Five Cents ($.25) per share and Three Million (3,000,000) shares of Preferred Stock of the par value of One Dollar ($1.00) per share.”

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed on its behalf this 16 th day of May, 2014.

 

OCEANEERING INTERNATIONAL, INC.

By:

 

/s/ M. Kevin McEvoy

 

M. Kevin McEvoy

 

President and Chief Executive Officer