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OCEANEERING INTERNATIONAL INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and OCEANEERING INTERNATIONAL INC.’s Form 8-K, filed 2025-05-09 (Item 5.07 on EDGAR). Page generated 02 October 2026.

13Reported items
307Asset managers
2,343Fund votes
2025-05-09Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore OCEANEERING INTERNATIONAL INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by OCEANEERING INTERNATIONAL INC.

These tallies are OCEANEERING INTERNATIONAL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-09 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

OCEANEERING INTERNATIONAL INC. — official shareholder meeting results, meeting held 2025-05-09
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Roderick A. Larson	90,204,807	--	--	2,110,892	4,127,160	Majority: yes
Elect Director: M. Kevin McEvoy	84,798,509	--	--	7,517,190	4,127,160	Majority: yes
Elect Director: Paul B. Murphy, Jr.	77,455,011	--	--	14,860,688	4,127,160	Majority: yes

Source: OCEANEERING INTERNATIONAL INC., Form 8-K, filed with the SEC on 2025-05-09 — read the filing on EDGAR.

How asset managers voted at the OCEANEERING INTERNATIONAL INC. 2024-2025 meeting

Each item below shows how the 307 asset managers that disclosed a OCEANEERING INTERNATIONAL INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of OCEANEERING INTERNATIONAL INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory vote on a resolution to approve the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-09.

Combines 3 wordings of this item as funds reported it.

91% fund support · no official result

FOR 91%9%

The 291 asset managers below cast 91% of the shares they voted on this item FOR (97,404,360 for, 9,249,235 against).

FOR: 97,404,360 (91.3%)AGAINST: 9,249,235 (8.7%)ABSTAIN: 26,613 (0.0%)NOT VOTED: 49 (0.0%)

Largest asset managers voting on “Advisory vote on a resolution to approve the compensation of our named executive officers.” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
BlackRock	15,627,286	1,326	0	For
Vanguard	12,573,426	8	1	For
Neuberger Berman	7,304,389	0	0	For
State Street	6,732,177	0	0	For
American Century	0	6,060,019	0	Against
BROWN ADVISORY INC	5,459,011	0	0	For
Fidelity	3,422,655	796,575	0	For
EARNEST PARTNERS LLC	3,189,032	0	0	For
Loomis Sayles	3,101,000	0	0	For
Charles Schwab	2,578,868	0	0	For
Dimensional	2,549,661	0	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,298,842	0	0	For
Brown Advisory Funds	2,010,571	0	0	For
Greenhouse Funds LLLP	1,946,528	0	0	For
HARBOR FUNDS	1,756,817	0	0	For
CONGRESS ASSET MANAGEMENT CO	1,669,599	0	0	For
VAN ECK ASSOCIATES CORP	1,285,487	0	0	For
VanEck ETF Trust	1,285,487	0	0	For
FRANKLIN ADVISERS INC	1,235,154	0	0	For
Northern Trust	1,156,144	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,115,000	0	0	For
Franklin Custodian Funds	1,000,000	0	0	For
FORT WASHINGTON INVESTMENT ADVISORS INC /OH/	918,927	0	0	For
Ranger Investment Management, L.P.	889,426	0	0	For
Aristotle Capital Boston, LLC	885,464	0	0	For

Showing the 25 largest of 291 asset managers. See all 291 in the interactive database.

2. APPROVAL OF THE AMENDED AND RESTATED 2020 INCENTIVE PLAN.

COMPENSATION

Meeting held 2025-05-09.

Combines 2 wordings of this item as funds reported it.

94% fund support · no official result

FOR 94%

The 100 asset managers below cast 94% of the shares they voted on this item FOR (51,233,033 for, 3,053,213 against).

FOR: 51,233,033 (94.3%)AGAINST: 3,053,213 (5.6%)ABSTAIN: 26,612 (0.0%)

Largest asset managers voting on “APPROVAL OF THE AMENDED AND RESTATED 2020 INCENTIVE PLAN.” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	12,198,996	8	0	For
BlackRock	11,531,045	0	0	For
American Century	0	2,982,582	0	Against
Neuberger Berman	2,894,681	0	0	For
Fidelity	2,475,766	0	0	For
State Street	2,318,450	117	0	For
Dimensional	2,257,844	0	0	For
Brown Advisory Funds	2,010,571	0	0	For
HARBOR FUNDS	1,756,817	0	0	For
VanEck ETF Trust	1,285,487	0	0	For
Charles Schwab	1,232,653	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,115,000	0	0	For
Loomis Sayles	1,098,506	0	0	For
Franklin Custodian Funds	1,000,000	0	0	For
TOUCHSTONE STRATEGIC TRUST	834,937	0	0	For
Principal	594,973	0	0	For
Brighthouse	525,328	0	26,612	For
TIAA	546,227	0	0	For
First Trust	525,160	0	0	For
Equitable	463,971	0	0	For
Goldman Sachs	256,264	0	0	For
Goehring & Rozencwajg Investment Funds	252,981	0	0	For
Columbia Threadneedle	226,708	0	0	For
Jackson National	205,853	0	0	For
JANUS INVESTMENT FUND	180,342	0	0	For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

3. Election of Directors: M. Kevin McEvoy

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-09.

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%

FOR: 84,798,509WITHHELD: 7,517,190

OCEANEERING INTERNATIONAL INC.’s own tally for this item (“Elect Director: M. Kevin McEvoy”): 84,798,509 for, 7,517,190 withheld, per its Form 8-K filed 2025-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 110,834,088 outstanding shares: 77% for, 7% withheld (83% of the company cast a for/withheld vote).

The 100 asset managers below cast 100% of the shares they voted on this item FOR (51,740,603 for, 0 against).

FOR 95%

FOR: 51,740,603 (95.2%)ABSTAIN: 2,635,474 (4.8%)

Largest asset managers voting on “Election of Directors: M. Kevin McEvoy” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	12,196,439	2,564	For
BlackRock	11,531,045	0	For
American Century	2,982,582	0	For
Neuberger Berman	2,894,681	0	For
Fidelity	2,475,766	0	For
State Street	5,132	2,313,435	Abstain
Dimensional	2,257,844	0	For
Brown Advisory Funds	2,010,571	0	For
HARBOR FUNDS	1,756,817	0	For
VanEck ETF Trust	1,285,487	0	For
Charles Schwab	1,232,653	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,115,000	0	For
Loomis Sayles	1,098,506	0	For
Franklin Custodian Funds	1,000,000	0	For
TOUCHSTONE STRATEGIC TRUST	834,937	0	For
Principal	594,973	0	For
Brighthouse	525,328	26,612	For
TIAA	546,227	0	For
First Trust	525,160	0	For
Equitable	347,311	116,660	For
Goldman Sachs	256,264	0	For
Goehring & Rozencwajg Investment Funds	252,981	0	For
Columbia Threadneedle	226,708	0	For
Jackson National	205,853	0	For
Empower	182,206	0	For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

4. Election of Directors: Paul B. Murphy, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-09.

Combines 3 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD 16%

FOR: 77,455,011WITHHELD: 14,860,688

OCEANEERING INTERNATIONAL INC.’s own tally for this item (“Elect Director: Paul B. Murphy, Jr.”): 77,455,011 for, 14,860,688 withheld, per its Form 8-K filed 2025-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 110,834,088 outstanding shares: 70% for, 13% withheld (83% of the company cast a for/withheld vote).

The 100 asset managers below cast 100% of the shares they voted on this item FOR (48,203,629 for, 0 against).

FOR 89%11%

FOR: 48,203,629 (88.6%)ABSTAIN: 6,172,448 (11.4%)

Largest asset managers voting on “Election of Directors: Paul B. Murphy, Jr.” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	12,196,428	2,576	For
BlackRock	11,531,045	0	For
American Century	2,982,582	0	For
Neuberger Berman	0	2,894,681	Abstain
Fidelity	2,475,766	0	For
State Street	2,318,450	117	For
Dimensional	2,257,844	0	For
Brown Advisory Funds	2,010,571	0	For
HARBOR FUNDS	1,756,817	0	For
VanEck ETF Trust	0	1,285,487	Abstain
Charles Schwab	1,232,653	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,115,000	0	For
Loomis Sayles	1,098,506	0	For
Franklin Custodian Funds	0	1,000,000	Abstain
TOUCHSTONE STRATEGIC TRUST	834,937	0	For
Principal	594,973	0	For
Brighthouse	279,797	272,143	For
TIAA	546,227	0	For
First Trust	525,160	0	For
Equitable	347,311	116,660	For
Goldman Sachs	256,264	0	For
Goehring & Rozencwajg Investment Funds	252,981	0	For
Columbia Threadneedle	226,708	0	For
Jackson National	205,853	0	For
Empower	182,206	0	For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

5. Election of Directors: Roderick A. Larson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-09.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 90,204,807WITHHELD: 2,110,892

OCEANEERING INTERNATIONAL INC.’s own tally for this item (“Elect Director: Roderick A. Larson”): 90,204,807 for, 2,110,892 withheld, per its Form 8-K filed 2025-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 110,834,088 outstanding shares: 81% for, 2% withheld (83% of the company cast a for/withheld vote).

The 100 asset managers below cast 100% of the shares they voted on this item FOR (54,346,277 for, 0 against).

FOR 99.9%

FOR: 54,346,277 (99.9%)ABSTAIN: 29,800 (0.1%)

Largest asset managers voting on “Election of Directors: Roderick A. Larson” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	12,199,001	3	For
BlackRock	11,531,045	0	For
American Century	2,982,582	0	For
Neuberger Berman	2,894,681	0	For
Fidelity	2,475,766	0	For
State Street	2,318,567	0	For
Dimensional	2,257,844	0	For
Brown Advisory Funds	2,010,571	0	For
HARBOR FUNDS	1,756,817	0	For
VanEck ETF Trust	1,285,487	0	For
Charles Schwab	1,232,653	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,115,000	0	For
Loomis Sayles	1,098,506	0	For
Franklin Custodian Funds	1,000,000	0	For
TOUCHSTONE STRATEGIC TRUST	834,937	0	For
Principal	594,973	0	For
Brighthouse	525,328	26,612	For
TIAA	546,227	0	For
First Trust	525,160	0	For
Equitable	463,971	0	For
Goldman Sachs	256,264	0	For
Goehring & Rozencwajg Investment Funds	252,981	0	For
Columbia Threadneedle	226,708	0	For
Jackson National	205,853	0	For
Empower	182,206	0	For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

6. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATED

Meeting held 2025-05-09.

99.9% fund support · no official result

FOR 99.9%

The 97 asset managers below cast 99.9% of the shares they voted on this item FOR (54,258,076 for, 4,559 against).

FOR: 54,258,076 (99.9%)AGAINST: 4,559 (0.0%)ABSTAIN: 26,612 (0.0%)

Largest asset managers voting on “PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMB” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	12,196,445	2,559	0	For
BlackRock	11,531,045	0	0	For
American Century	2,982,582	0	0	For
Neuberger Berman	2,894,681	0	0	For
Fidelity	2,475,766	0	0	For
State Street	2,318,450	117	0	For
Dimensional	2,257,844	0	0	For
Brown Advisory Funds	2,010,571	0	0	For
HARBOR FUNDS	1,756,817	0	0	For
VanEck ETF Trust	1,285,487	0	0	For
Charles Schwab	1,232,653	0	0	For
PROFESSIONALLY MANAGED PORTFOLIOS	1,115,000	0	0	For
Loomis Sayles	1,098,506	0	0	For
Franklin Custodian Funds	1,000,000	0	0	For
TOUCHSTONE STRATEGIC TRUST	834,937	0	0	For
Principal	594,973	0	0	For
Brighthouse	525,328	0	26,612	For
TIAA	546,227	0	0	For
First Trust	525,160	0	0	For
Equitable	463,971	0	0	For
Goldman Sachs	256,264	0	0	For
Goehring & Rozencwajg Investment Funds	252,981	0	0	For
Columbia Threadneedle	226,708	0	0	For
Jackson National	205,853	0	0	For
JANUS INVESTMENT FUND	180,342	0	0	For

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

7. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-09.

99.8% fund support · no official result

FOR 99.8%

The 12 asset managers below cast 99.8% of the shares they voted on this item FOR (796,106 for, 1,044 against).

FOR: 796,106 (99.9%)AGAINST: 1,044 (0.1%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Vote
JPMorgan	370,458	0	For
EFG Asset Management (North America) Corp.	154,841	0	For
ALGERT GLOBAL LLC	132,610	0	For
Empower	80,852	0	For
Oldfield Partners LLP	28,729	0	For
TD ASSET MANAGEMENT INC	22,638	0	For
CLEARWATER INVESTMENT TRUST	2,230	0	For
HC CAPITAL TRUST	1,775	0	For
Northern Lights Fund Trust IV	1,399	0	For
Desjardins Global Asset Management Inc.	0	1,044	Against
PACE SELECT ADVISORS TRUST	478	0	For
UNIFIED SERIES TRUST	96	0	For

8. Amend Omnibus Stock Plan

COMPENSATION

Meeting held 2025-05-09.

95% fund support · no official result

FOR 95%

The 4 asset managers below cast 95% of the shares they voted on this item FOR (80,948 for, 4,005 against).

FOR: 80,948 (95.3%)AGAINST: 4,005 (4.7%)

Largest asset managers voting on “Amend Omnibus Stock Plan” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Vote
Empower	80,852	0	For
CLEARWATER INVESTMENT TRUST	0	2,230	Against
HC CAPITAL TRUST	0	1,775	Against
UNIFIED SERIES TRUST	96	0	For

9. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

Meeting held 2025-05-09.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (84,953 for, 0 against).

FOR: 84,953 (100.0%)

Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Vote
Empower	80,852	For
CLEARWATER INVESTMENT TRUST	2,230	For
HC CAPITAL TRUST	1,775	For
UNIFIED SERIES TRUST	96	For

10. Amendment to the 2020 Incentive Plan

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-09.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (134,487 for, 0 against).

FOR: 134,487 (100.0%)

Largest asset managers voting on “Amendment to the 2020 Incentive Plan” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Vote
ALGERT GLOBAL LLC	132,610	For
Northern Lights Fund Trust IV	1,399	For
PACE SELECT ADVISORS TRUST	478	For

11. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-09.

84% fund support · no official result

FOR 84%AGAINST 16%

The 2 asset managers below cast 84% of the shares they voted on this item FOR (163 for, 30 against).

FOR: 163 (84.5%)AGAINST: 30 (15.5%)

Largest asset managers voting on “14A Executive Compensation” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
MQS Management LLC	163	0	0	0	For
Focus Partners Wealth	0	30	0	0	Against

12. Ratification of Auditor

AUDIT-RELATED

Meeting held 2025-05-09.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,877 for, 0 against).

FOR: 1,877 (100.0%)

Largest asset managers voting on “Ratification of Auditor” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Northern Lights Fund Trust IV	1,399	0	0	0	For
PACE SELECT ADVISORS TRUST	478	0	0	0	For

13. Advisory vote on a resolution to approve the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-10 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (356 for, 0 against).

FOR: 356 (100.0%)

Largest asset managers voting on “Advisory vote on a resolution to approve the compensation of our named executive officers.” at OCEANEERING INTERNATIONAL INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	356	0	0	0	For
Echo45 Advisors LLC	0	0	0	0	--

Largest OCEANEERING INTERNATIONAL INC. shareholders voting in 2024-2025

Ranked by the number of OCEANEERING INTERNATIONAL INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 110,834,088 shares outstanding at the time of that meeting.

Top OCEANEERING INTERNATIONAL INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	14.10%
2	Vanguard	11.34%
3	Neuberger Berman	6.59%
4	State Street	6.07%
5	American Century	5.47%
6	BROWN ADVISORY INC	4.93%
7	Fidelity	3.81%
8	EARNEST PARTNERS LLC	2.88%
9	Loomis Sayles	2.80%
10	Charles Schwab	2.33%

Reported OCEANEERING INTERNATIONAL INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

OCEANEERING INTERNATIONAL INC. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.01%	13F
Vanguard Group	11.15%	13F
Vanguard Portfolio Management	6.91%	13G
BROWN ADVISORY INC	5.97%	13G
State Street	4.38%	13F
EARNEST PARTNERS LLC	3.81%	13G
Dimensional Fund Advisors	2.51%	13F
Charles Schwab	1.20%	13F
Franklin Templeton	1.20%	13F
Northern Trust	1.09%	13F

Percentages above are of 110,834,088 shares outstanding, as reported by OCEANEERING INTERNATIONAL INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from OCEANEERING INTERNATIONAL INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At OCEANEERING INTERNATIONAL INC.'s shareholder meeting held 2025-05-09, in the 2024-2025 proxy season, 307 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,343 separate fund positions. Their filings are grouped here into 13 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. OCEANEERING INTERNATIONAL INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Advisory vote on a resolution to approve the compensation of our named executive officers. — the reporting funds cast 91% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

OCEANEERING INTERNATIONAL INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.