Security-Holder Rights · Bylaw Amendment

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): November 17, 2022 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) (IRS Employer Identification No.) 5875 North Sam Houston Parkway West, Suite 400 Houston, TX 77086 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 713 ) 329-4500 N/A (Former name or former address, if changed since last report) 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered Common stock, par value $0.25 per share OII New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 3.03 Material Modification to Rights of Security Holders. The information set forth below in Item 5.03 regarding the amendment and restatement of the amended and restated bylaws of Oceaneering International, Inc. (“Oceaneering” or the "Corporation") is incorporated by reference into this Item 3.03. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment and Restatement of Bylaws On November 18, 2022, in connection with a periodic review of the Corporation’s bylaws, Oceaneering's Board of Directors, acting upon the recommendation of its Nominating, Corporate Governance and Sustainability Committee, adopted and approved amended and restated bylaws. The amendments reflected in the amended and restated bylaws: • address in Section 1.10 matters regarding nominations of directors and solicitations of proxies, including compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended; • modify Section 1.9 to reflect recent amendments to the Delaware General Corporation Law regarding the list of stockholders entitled to vote at any meeting of stockholders; and • conform and clarify provisions relating to the foregoing. The foregoing is merely a summary of the amendments to Oceaneering's amended and restated bylaws and is qualified in its entirety by reference to Oceaneering's amended and restated bylaws, a copy of which is included as Exhibit 3.01 to this Form 8-K and is incorporated into this Item 5.03 by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.01 Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document.) SIGNATURES 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: November 18, 2022 By: /S/ DAVID K. LAWRENCE David K. Lawrence Senior Vice President, General Counsel and Secretary