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): August 25, 2006
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10945
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95-2628227 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| 11911 FM 529 |
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| Houston, Texas
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77041 |
| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
The Compensation Committee of the Board of Directors (the “Committee”) of Oceaneering
International, Inc. (the “Company”) has considered the transition of executive management and
corporate leadership and the current status of anticipated additional guidance from the Internal
Revenue Service on Section 409A of the Internal Revenue Code regarding “nonqualified deferred
compensation” arrangements. In order to facilitate the transition and permit additional time for
the Company to consider such anticipated guidance and timely modifications to provisions of the
Service Agreement entered into with Mr. John Huff, dated August 15, 2001 and as modified thereafter
by agreement dated May 11, 2006 (collectively, the “Service Agreement”), the Committee approved a
second modification to the Service Agreement, reflecting that Mr. Huff’s employment with the
Company will continue through December 31, 2006, and this extension will not affect the benefits
that will otherwise become due under the Service Agreement.
The modification to the Service Agreement described above is filed as Exhibit 10.1 to this
report and is incorporated by reference herein. The foregoing summary does not purport to be
complete and is qualified in its entirety by reference to the applicable agreement
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