SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
OCEANEERING INTERNATIONAL, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(I)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rules 14a-6(I)(3).
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(I)4 and O-
11.
1) Title of each class of securities to which transaction
applies: N/A .
2) Aggregate number of securities to which transaction applies:
N/A .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11: * N/A .
4) Proposed maximum aggregate value of transaction: N/A .
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid: N/A .
2) Form, Schedule or Registration Statement No.: N/A .
3) Filing Party: N/A .
4) Date Filed: N/A , 1995.
(LOGO)
OCEANEERING INTERNATIONAL, INC.
16001 Park Ten Place, Suite 600, Houston, Texas 77084
July 12, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting of
Shareholders of Oceaneering International, Inc., which will be held at
the Baker & Botts, L.L.P. Conference Room, One Shell Plaza - Mall Level,
910 Louisiana Street, Houston, Texas, on Friday, August 25, 1995 at
10:00 a.m. Houston time.
On the following pages you will find the Notice of Annual Meeting of
Shareholders and Proxy Statement giving information concerning the
matters to be acted upon at the meeting. A copy of the Annual Report to
Shareholders describing the Company's operations during the fiscal year
ended March 31, 1995 is enclosed.
I hope you will be able to attend the meeting in person. Whether or not
you plan to attend, please sign and return the enclosed proxy card
promptly. Your shares will be voted at the meeting in accordance with
your proxy.
If you have shares in more than one name, or if your stock is registered
in more than one way, you may receive more than one copy of the proxy
material. If so, please sign and return each of the proxy cards you
receive so that all of your shares may be voted. I look forward to
seeing you at the 1995 Annual Meeting of Shareholders.
Sincerely,
John R. Huff
Chairman, President and
Chief Executive Officer<PAGE>
OCEANEERING INTERNATIONAL, INC.
16001 Park Ten Place, Suite 600, Houston, Texas 77084
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 25, 1995
_______________
To the Shareholders of Oceaneering International, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Oceaneering International, Inc., a Delaware corporation (the
"Company"), will be held at the Baker & Botts, L.L.P. Conference Room,
One Shell Plaza - Mall Level, 910 Louisiana Street, Houston, Texas on
Friday, August 25, 1995 at 10:00 a.m. Houston time, for the following
purposes:
(1) To elect two directors as members of the Board of
Directors, each to serve until the 1998 Annual Meeting of
Shareholders or until a successor is duly elected and qualified
(Proposal 1);
(2) To consider and act upon a proposal to ratify the
appointment of Arthur Andersen LLP as independent auditors of the
Company for the fiscal year ending March 31, 1996 (Proposal 2); and
(3) To transact such other business as may properly come
before the meeting or any adjournment thereof.
The close of business on July 10, 1995 is the record date for
the determination of shareholders entitled to notice of, and to vote at,
the meeting or any adjournment thereof.
The Board of Directors welcomes the personal attendance of
shareholders at the meeting. Whether or not you expect to be present at
the meeting, please fill in, date and sign the enclosed proxy and return
it to the Company promptly in the enclosed envelope. If you attend the
meeting, you may, if you so desire, withdraw your proxy and vote in
person.
By Order of the Board of Directors,
George R. Haubenreich, Jr.
Vice President, General Counsel
and Secretary
July 12, 1995
YOUR VOTE IS IMPORTANT
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AT THE MEETING,
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
OCEANEERING INTERNATIONAL, INC.<PAGE>
_____________________
PROXY STATEMENT
_____________________
Solicitation, Voting and Revocability of Proxies
The accompanying proxy is solicited on behalf of the Board of
Directors of Oceaneering International, Inc., a Delaware corporation
(the "Company"), for use at the Company s annual meeting of shareholders
to be held at the time and place set forth in the accompanying notice.
The Company will pay all costs of soliciting proxies. Solicitation of
proxies will be primarily by mail. In addition, some of the officers,
directors and employees of the Company may solicit proxies in person or
by mail, telephone, telegraph or cable, for which such persons will
receive no additional consideration. The Company will reimburse
brokerage houses and other custodians, nominees or fiduciaries for their
reasonable expenses in forwarding proxy material to beneficial owners of
Common Stock.
The persons named as proxies were designated by the Board of
Directors and are officers or directors of the Company. All properly
executed proxies will be voted (except to the extent that authority to
vote has been withheld), and where a choice has been specified by the
shareholder as provided in the proxy, the proxy will be voted in
accordance with the specification so made. Proxies submitted without
specification will be voted FOR Proposal 1 to elect the nominees for
director proposed by the Board of Directors, and FOR Proposal 2 to
ratify the appointment of Arthur Andersen LLP as independent auditors of
the Company for the fiscal year ending March 31, 1996.
Any shareholder may revoke his or her proxy at any time before it
is voted at the meeting by duly executing a proxy bearing a later date.
A proxy may also be revoked by any shareholder at any time before it is
voted by filing with the Secretary of the Company a written notice of
revocation or by voting in person at the meeting. The mailing address
of the executive offices of the Company is P.O. Box 218130, Houston,
Texas 77218-8130. The requirement for a quorum at the meeting is the
presence in person or by proxy of holders of a majority of the
outstanding shares of Common Stock. There is no provision for
cumulative voting.
Only shareholders of record at the close of business on July 10,
1995 will be entitled to notice of, and to vote at, the meeting. As of
such date, 23,087,122 shares of the Company's Common Stock, $.25 par
value ("Common Stock"), were outstanding. Each of such outstanding
shares is entitled to one vote at the meeting. This Proxy Statement and
accompanying proxies are initially being mailed to shareholders of the
Company on or about July 12, l995.
ELECTION OF DIRECTORS
Proposal 1
The Certificate of Incorporation of the Company divides the Board
of Directors, in respect to term of office, into three classes each
consisting as nearly as possible of one-third of the members of the
whole Board. The members of each class serve for three years following
their election, with one class being elected each year.
Two Class III directors are to be elected at the meeting. In
accordance with the Company s Bylaws, the two directors will be elected
by a plurality of the votes cast. Each Class III director will serve
until the 1998 Annual Meeting of Shareholders or until a successor is
duly elected and qualified. The directors in Classes I and II,
consisting of one member and two members respectively, will continue to
serve their terms of office, which will expire at the Annual Meeting of
Shareholders to be held in 1996 and 1997, respectively.
The name and certain information concerning the persons nominated
to be directors by the Board of Directors at the meeting are set forth
below. The persons named in the accompanying proxy intend to vote such
proxy in favor of the election of the nominees named below, both of whom
are currently directors of the Company, unless authority to vote for the
director is withheld in the proxy. Although the Board of Directors has
no reason to believe that the nominees will be unable to serve as
directors, if a nominee withdraws or otherwise becomes unavailable to
serve, the persons named as proxies will vote for any substitute nominee
designated by the Board of Directors.
The Board of Directors urges the shareholders to vote FOR the
election of the nominees named below.
The following information table lists the name of the nominees,
their business experience during the past five years and certain other
information as of June 1, 1995, relevant to your consideration of the
nominees proposed by the Board of Directors.
Nominees - Class III Directors:
Name and Director
Business Experience Age Since
Gordon M. Anderson............................... 63 1995
Mr. Anderson has been Chairman, President
and Chief Executive Officer of Santa Fe
International Corporation, an oil drilling
services and oil and gas exploration and
production company, since 1991. Mr.
Anderson was Executive Vice President and
Chief Operating Officer of Santa Fe
International and President of Santa Fe
Drilling from 1986 to 1991. He is also a
director of Baker Hughes Incorporated, the
International Association of Oilwell
Drilling Contractors, the American
Petroleum Institute, and a Trustee of the
American University in Cairo and a member
of the Board of Councilors for the USC
School of Engineering. Mr. Anderson is a
member of the World Presidents'
Organization and the Chief Executives'
Organization. He is Chairman of the
Compensation Committee and is a member of
the Audit and Strategic Planning
Committees of the Board.
David S. Hooker..................................... 52 1973
Mr. Hooker has been Chairman of Bakyrchik
Gold PLC, a natural resources company,
since 1993. He was Managing Director of
Aberdeen Petroleum PLC, an oil and gas
exploration and production company, from
1988 to 1993. He is also a director of
Danka Business Systems PLC. He is a
member of the Audit, Nominating and
Strategic Planning Committees of the
Board.
Continuing Directors
The following table sets forth comparable information for those
directors whose terms will expire in 1996 and 1997.
1996 - Class I Director:
Name and Director
Business Experience Age Since
D. Michael Hughes................................... 56 1970
Mr. Hughes is owner of Texas Wild Game
Cooperative and the Broken Arrow Ranch.
Mr. Hughes has been associated with the
Company since its incorporation, serving
as Chairman from 1984 to 1990. He is
Chairman of the Nominating Committee and a
member of the Compensation and Strategic
Planning Committees of the Board.
1997 - Class II Directors:
Name and Director
Business Experience Age Since
Charles B. Evans .................................... 70 1980
Mr. Evans has been Chairman of ResTech
Inc., an oilfield service firm
specializing in custom log data
processing, since 1982. He previously
served from 1977 to 1979 as Executive Vice
President of Schlumberger Limited, an
international oilfield evaluation and
services company, until his retirement in
1979 after 31 years of service. He is
Chairman of the Audit Committee and a
member of the Compensation, Nominating and
Strategic Planning Committees of the
Board.
John R. Huff ....................................... 49 1986
Mr. Huff has been Chairman of the Board of
Directors of the Company since August
1990. He has been a director and Chief
Executive Officer and President of the
Company since joining the Company in 1986.
He served from 1980 until 1986 as Chairman
and President of Western Oceanic Inc., the
offshore drilling subsidiary of The
Western Company of North America. He is
also a director of BJ Services Company,
Triton Energy Corp. and Production
Operators Corp. He is an ex-officio member
of the Compensation, Nominating and
Strategic Planning Committees of the
Board.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth the number of shares of Common Stock
of the Company owned as of June 1, 1995, by each director and nominee
for director, each of the current executive officers named in the
Summary Compensation Table on page 6 and all directors and officers as a
group. Except as otherwise indicated, each individual named has sole
investment and voting power with respect to the shares shown.
Number of Percent
Name Shares (1) of Class
Gordon M. Anderson 0 *
T. Jay Collins 31,000 *
Charles B. Evans 11,900 *
F. Richard Frisbie 99,306 *
George R. Haubenreich, Jr. 37,800 *
Stephen Helburn 116,583 *
David S. Hooker 10,000 *
John R. Huff 430,678 1.9
D. Michael Hughes 102,463 *
All directors and officers
as a group (16 persons) 1,075,759 4.7
_____________________________
* Less than 1%
(1) Includes the following shares subject to stock options
exercisable within 60 days: Mr. Evans - 10,000 shares, Mr.
Frisbie - 77,000 shares, Mr. Haubenreich - 19,800 shares, Mr.
Helburn - 54,500 shares, Mr. Hooker - 10,000 shares, Mr. Huff -
179,000 shares, Mr. Hughes - 10,000 shares, and all directors and
officers as a group - 399,300 shares. Includes the following
shares granted pursuant to a restricted stock incentive award
agreement with respect to which the recipient has sole voting
power and no dispositive power: Mr. Collins - 19,250 shares, Mr.
Frisbie - 16,500 shares, Mr. Haubenreich - 16,500 shares, Mr.
Helburn - 19,250 shares, Mr. Huff - 165,000 shares, all directors
and officers as a group - 268,250 shares. Also includes the
following shares, which are fully vested, held in trust pursuant
to the Oceaneering Retirement Investment Plan ("Retirement Plan")
for which the individual has no voting rights until the shares
are withdrawn from the Retirement Plan: Mr. Frisbie - 4,306
shares, Mr. Helburn - 19,997 shares, Mr. Huff - 1,578 shares, Mr.
Hughes - 21,057 shares, all directors and officers as a group -
59,162 shares.
The following table sets forth information as of June 1, l995, with
respect to the only person known by the Company to be the beneficial
owner of more than 5% of the shares of the Company's Common Stock. This
information is based upon statements filed with the Securities and
Exchange Commission ("SEC") as furnished to the Company by such person.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
State of Wisconsin Investment
Board 1,394,000 (1) 6.0
P. O. Box 7842
Madison, Wisconsin 53707
____________________________
(1) All shares are owned beneficially, with sole dispositive power
for all shares.
Additional Information Relating to the Board of Directors
The Company has standing Audit, Compensation and Nominating
Committees of the Board of Directors. The Audit Committee, which held -
two meetings during fiscal year 1995, is composed of Messrs. Evans,
Anderson and Hooker. The functions of the Audit Committee are: (1) to
recommend to the full Board the firm of independent auditors to be
employed as the Company's independent auditors for the ensuing year; (2)
to review with the independent auditors, internal auditors and
management the scope and results of annual audits; (3) to consult with
the independent auditors periodically with regard to the adequacy of
internal controls and other such considerations; and (4) to review
actions by management on recommendations of the independent and internal
auditors. To promote independence, the Audit Committee consults
separately and jointly with management, as well as the independent and
internal auditors.
The Compensation Committee is composed of Messrs. Anderson,
Evans and Hughes. The Compensation Committee, which held two meetings
during fiscal year 1995, considers and recommends to the full Board
compensation plans under which officers and directors are eligible to
participate, as well as the salary for the Chief Executive Officer. The
Compensation Committee approves salaries for all other executive
officers of the Company. The Compensation Committee administers the
Company's employee stock option and bonus plans, the Company's 1990
Long-Term Incentive Plan and the Oceaneering International, Inc.
Executive Retirement Plan ("Executive Retirement Plan"), and reviews on
a regular basis the Company's compensation program. The Compensation
Committee also recommends to the full Board a successor to the Chief
Executive Officer when a vacancy occurs.
The Nominating Committee is composed of Messrs. Hughes, Evans
and Hooker. The Nominating Committee, which held three meetings during
fiscal year 1995, considers and recommends to the full Board nominees to
fill Board vacancies and a director to serve as Chairman of the Board.
The Nominating Committee receives and evaluates shareholder proposals
for nominees to fill Board vacancies and recommends to the Board
candidates for membership on the committees of the Board. As to each
person whom a shareholder proposes to nominate for election or re-
election as a director, the notice of proposal shall include the name,
age, business address, residence address, principal occupation or
employment, the class and number of shares beneficially owned and any
other information relating to such person that is required by law to be
disclosed, and include the written consent of the person to be named in
the proxy statement as a nominee and to serve as a director if elected.
The name and address of the shareholder making the proposal as they
appear on the Company's books and the class and number of shares of the
Company which are beneficially owned by such shareholder shall be
included in the notice. This information should be sent to the
Secretary, Oceaneering International, Inc., P.O. Box 218130, Houston,
Texas 77218-8130, not less than 120 days prior to any meeting of
shareholders called for the election of directors.
During fiscal year 1995, the Board of Directors held a total of
five meetings. Each member of the Board of Directors attended 100% of
the aggregate of the total number of Board meetings and meetings of any
committee on which he served.
The Company pays its outside directors an $18,000 annual
retainer, $1,000 for each meeting attended, $800 for each committee
meeting attended (if the meeting is on a day other than the date of a
Board meeting) and a consulting fee of $100 per hour up to a maximum of
$800 per day for any consulting services. All directors are reimbursed
for their travel and other expenses involved in attendance at Board and
committee meetings.
Nonemployee directors are participants in the shareholder-
approved 1990 Nonemployee Director Stock Option Plan. Under this plan,
each nonemployee director of the Company is automatically granted an
option to purchase 2,000 shares of Common Stock on the date the director
becomes a nonemployee director of the Company, and each year thereafter,
at an exercise price per share equal to 50% of the fair market value of
a share of Common Stock on the date the option is granted. The options
granted are not exercisable until the later to occur of six months from
the date of grant or the date the optionee has completed two years of
service as a director of the Company.
There are no family relationships between any director or
executive officer.
Compensation Committee Interlocks and Insider Participation
Throughout fiscal year 1995, the Compensation Committee
consisted of nonemployee directors. Mr. Hughes, a member of the
Compensation Committee, was formerly an officer of the Company, serving
most recently as Chairman from 1984 to 1990. The Company paid $109,600
to ResTech Inc. related to the evaluation of offshore oilfield
reservoirs by ResTech in connection with the Company's offshore field
development business. Mr. Evans is chairman of the board of directors
of ResTech and a member of the Company's Compensation Committee.
Management believes that these services were provided by ResTech to the
Company at prevailing market rates.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act ), requires the Company s directors and
executive officers to file with the SEC and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of
Common Stock. Based solely on a review of the copies of such reports
furnished to the Company and written representations that no other
reports were required, the Company believes that all its directors and
officers during the fiscal year ended March 31, 1995 complied on a
timely basis with all applicable filing requirements under Section 16(a)
of the Exchange Act.
EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years
shown, with respect to the Chief Executive Officer and each of the other
four most highly compensated executive officers serving as such on March
31, 1995.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying LTIP\ Compen-
Principal sation Awards Options Payouts sation
Position Year Salary($) Bonus($) ($)(a) (#) ($)(c) ($)(d)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John R. Huff 1995 375,000 0 0 0 50,000 526,463 80,733
Chairman, 1994 309,750 75,000 0 (b) 0 175,000 53,151
President, 1993 300,000 125,000 0 0 0 175,000 89,861
Chief Executive
Officer
T. Jay Collins 1995 156,250 0 0 0 30,000 39,868 8,479
Executive Vice 1994 75,000 25,000 0 (b) 50,000 0 74
President Oilfield
Marine Services(e)
Stephen Helburn 1995 162,500 0 0 0 10,000 127,303 29,306
Senior Vice 1994 148,750 0 0 (b) 0 85,000 26,644
President- 1993 145,000 70,000 0 0 0 85,000 34,306
Asia
F. Richard Frisbie 1995 145,000 0 0 0 4,000 115,010 26,533
Senior Vice 1994 143,750 12,000 0 (b) 0 78,750 22,492
President- 1993 135,000 5,000 0 0 0 78,750 30,745
Marketing and
Technology
George R. 1995 145,000 0 0 0 10,000 105,070 21,293
Haubenreich, Jr. 1994 128,750 25,000 0 (b) 0 68,750 17,458
Vice President, 1993 125,000 50,000 0 0 0 68,750 24,051
General
Counsel and
Secretary
__________________________
</TABLE>
(a) Excludes the value of perquisites and other personal benefits for
each of the named executive officers because the aggregate amounts
thereof did not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus reported for any named executive officer.
(b) Restricted stock awarded in fiscal year 1994 under the Company's
1990 Long-Term Incentive Plan is subject to performance-based
criteria. See Compensation Committee Report on Executive
Compensation, Long-Term Incentives. At March 31, 1995, the number
and value of the restricted stock holdings were as follows: Mr.
Huff - 165,000 shares, $1,629,375; Mr. Collins - 19,250 shares,
$190,094; Mr. Helburn - 19,250 shares, $190,094; Mr. Frisbie -
16,500 shares, $162,938 and Mr. Haubenreich - 16,500 shares,
$162,938. Dividends, if any, are paid on the restricted shares.
The value of stock for which restrictions were lifted in fiscal year
1995 are reported in the LTIP payouts column in the table.
(c) For fiscal year 1995, the aggregate value of stock for which
restrictions were lifted and the associated tax assistance payment
are as follows: Mr. Huff, $351,463; Mr. Collins, $39,868; Mr.
Helburn, $42,303; Mr. Frisbie, $36,260 and Mr. Haubenreich, $36,260.
Fiscal years 1993, 1994 and 1995 for Messrs. Huff, Helburn, Frisbie
and Haubenreich, include the first, second and third of a maximum of
four equal annual payments made pursuant to a performance-based
award granted in fiscal year 1993.
(d) The amounts represent Company contributions under the Company's
Executive Retirement Plan, a nonqualified plan.
(e) Mr. Collins joined the Company in fiscal year 1994.
Long-Term Incentive Plan and Retirement Plans
Under the shareholder-approved 1990 Long-Term Incentive Plan, the
Compensation Committee may grant options, stock appreciation rights,
stock and cash awards to employees and other persons (excluding
nonemployee directors) having an important business relationship with
the Company.
The Company has in effect a Retirement Plan and an Executive
Retirement Plan. All employees of the Company and its United States
subsidiaries who meet the eligibility requirements may participate in
the Retirement Plan. Certain key management employees and executives of
the Company and any subsidiary that has adopted the plan, as approved by
the Compensation Committee, are eligible to participate in the Executive
Retirement Plan.
Under the Retirement Plan, each participant directs the Company to
defer between 2% and 16% of the participant's base pay and contribute
the deferred compensation to the Retirement Plan, with such
contributions being invested in shares of Common Stock, mutual funds and
guaranteed investment contracts. The plan provides that certain
employees are limited to a maximum contribution of $3,000 per year. A
participant's deferred compensation contributed to the plan is always
fully vested. The Company's contributions to this plan become vested to
the participant in percentage increments spaced over a six-year period,
commencing with the participant's date of employment, provided that the
participant remains employed by the Company. The Company is currently
contributing an amount equal to the deferred compensation of the
participant who has elected to invest in Common Stock up to the first 6%
of the participant's base pay and 50% of the deferred compensation of
the participant who has elected to invest in the other investments up to
the first 6% of the participant's base pay. During the fiscal year
ended March 31, 1995, none of the executive officers listed in the
Summary Compensation Table made contributions into the Retirement Plan.
Under the Executive Retirement Plan, each participant directs the
Company to make a contribution of a percentage of the participant's base
pay up to a maximum percentage determined by the Compensation Committee
for each participant into an individually funded account established for
each participant pursuant to the plan. Currently those percentages
range from 10% to 15%. With respect to each participant, the
Compensation Committee determines the appropriate rate, not to exceed
100%, at which the Company matches employee contributions. Currently
the Company's matching rate is 100% for all participants. Employee and
Company matching contributions in the Executive Retirement Plan are
invested among several offered investment funds as directed by the
employee. For the first four years of an employee's participation in
the plan, at the end of each participation year, the employee becomes
entitled to the Company's matching contribution amount for each such
year, at the cumulative rate of 25% per year. At the end of each plan
year for a participant under the Executive Retirement Plan, the Company
makes a cash payment to each participant, which is intended to assist
the employee in meeting the employee s federal income tax liability with
respect to any earnings on the employee's and the Company's matching
contributions in the account (excluding capital gains resulting from
distribution occasioned by termination of employment) and such cash
payment.
The following table provides information concerning grants of stock
options made to the named executive officers during the fiscal year
ended March 31, 1995.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants (a) Option Term (b)
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration 5% 10%
Name Granted (#) Fiscal Year ($/Sh) Date ($) ($)
<S> <C> <C> <C> <C> <C> <C>
John R. Huff 50,000 12.2 11.94 11/17/04 375,371 951,265
T. Jay Collins 20,000 4.9 11.94 11/17/04 150,149 380,506
10,000 2.4 7.88 03/16/05 49,525 125,507
Stephen Helburn 10,000 2.4 11.94 11/17/04 75,074 190,253
F. Richard Frisbie 4,000 1.0 11.94 11/17/04 30,030 76,101
George R. Haubenreich, 10,000 2.4 11.94 11/17/04 75,074 190,253
Jr.
________________________________________
</TABLE>
(a) Stock options are awarded at the fair market value of Common Stock
at the date of award and become exercisable at the rate of 20% per
year for three years beginning one year after award and fully
exercisable four years after award. Options generally expire at the
earliest of 10 years after award, one year after optionee's death,
disability or retirement or at the time of optionee's termination of
employment.
(b) The amounts shown as potentially realizable values are based on
arbitrarily assumed rates of stock price appreciations of five
percent and ten percent over the full ten-year term of the options,
as required by applicable SEC regulations. The actual value of the
option grants is dependent on future performance of the Common Stock
and overall market conditions. There is no assurance that the
values reflected in this table will be achieved.
The following table provides information concerning the value of
unexercised options held by the named executive officers at the end of
the fiscal year. None of the named executive officers exercised options
in the last fiscal year.
<TABLE>
FY-End Option Values
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at FY-End (#) In-the-Money Options at FY-End ($)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
John R. Huff 179,000 64,000 623,438 6,125
T. Jay Collins 10,000 70,000 0 18,125
Stephen Helburn 54,500 18,000 211,094 3,500
F. Richard Frisbie 77,000 12,000 318,063 3,500
George R. Haubenreich, Jr. 19,800 16,000 7,712 2,625
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. Each member of the
Committee is a nonemployee director. The Committee is dedicated to the
establishment of a strong, positive link between the development and
attainment of strategic goals, which enhance shareholder values, and the
compensation and benefit programs needed to achieve those results.
Overall Executive Compensation Policy
The Company's policy is designed to facilitate its mission of
increasing the net wealth of its shareholders by:
* Attracting, rewarding and retaining highly qualified and
productive individuals.
* Setting compensation levels that are externally competitive and
internally equitable.
* Interrelating annual executive compensation with the results of
individual performance, the individual's profit center
performance and overall Company performance.
* Motivating executives and key employees towards achieving long-
term strategic results by aligning employee and shareholder
interests through the increased value of the Company's stock.
There are three major components of the Company's executive
compensation program: Base Salary, Annual Incentives and Long-Term
Incentive Awards. The Committee considers all elements of compensation
when determining individual components.
Base Salary
A competitive salary is essential to support management development
and career orientation of executives. The Committee reviews annually
the salary of executive officers. In determining appropriate salary
levels, the Committee considers level and scope of responsibility and
accountability, experience, individual performance contributions,
internal equity and market comparisons. No specific weightings are
assigned to these criteria. However, the Committee manages base
salaries for the executive group in a conservative fashion in order to
place more emphasis on incentive compensation.
Annual Incentives
The Committee administers an annual cash incentive bonus award plan
to reward executive officers and other key employees of the Company
based upon individual performance and the achievement of specific
financial and operational goals determined for the year. The award
interrelates individual performance, an individual's profit center
performance and the Company's overall performance. For fiscal year
1995, the maximum annual bonus award established for executive officers
was within a range of 30-100 percent of base salary. No annual bonus
awards were made to executive officers for fiscal year 1995.
Long-Term Incentives
Long-term incentive awards under the shareholder-approved 1990 Long-
Term Incentive Plan are designed to create a mutuality of interest
between executive officers (and other key employees), and shareholders,
through stock ownership and other incentive awards. In fiscal year
1992, the Committee granted to executive officers contingent cash
incentive awards payable over a three-year period, conditional upon the
achievement of certain performance goals for the Common Stock and
continued employment. In fiscal year 1993, the performance requirement
was met and in fiscal year 1995, the third of four equal installments
was paid.
To further achieve these objectives during fiscal year 1994,
the Committee granted restricted Common Stock to executive officers and
other key employees of the Company. These grants of restricted stock
are subject to earning and vesting requirements during the three-year
performance period. Up to one third of the total grant may be earned
each year depending upon the Company's cumulative Common Stock
performance from June 25, 1993 as compared with the peer group's
cumulative common stock performance from that date, with any amount
earned subject to vesting in four equal installments over three years,
conditional upon continued employment. The peer group is that specified
in the performance graph on page 11. If the performance of the
Company's Common Stock is less than 50% of the average of the
performance of the common stock of the peer group, no shares of
restricted stock are earned. If the performance of the Company's Common
Stock is 50% - 87.5% or greater than the average of the performance of
the peer group, the amount of restricted stock earned will range from
16% to 100% of the maximum achievable for this period. At the time of
each vesting, the participant receives a tax assistance payment which
must be reimbursed to the Company if the vested Common Stock is sold
within three years after the vesting date. At the end of fiscal year
1995, the initial performance period had been completed and the entire
one third of the total grant was earned, subject to vesting
requirements.
The Committee awards stock options to a broad group of executives
and key employees. Stock option grants were made to all executive
officers in fiscal year 1995.
Compensation of Chief Executive Officer
John R. Huff has been Chief Executive Officer and President of the
Company since August 1986 and Chairman since 1990. His compensation
package has been designed to encourage the enhancement of shareholder
value. Mr. Huff's compensation for fiscal year 1995 included the same
components and methodology of salary and variable compensation as apply
to other executive officers, with regard to his highest level of
accountability. A substantial portion of his compensation is at risk in
the form of performance bonuses and stock awards. During fiscal year
1995, Mr. Huff's base annual salary rate was not increased and he
received no annual incentive bonus. He received the third installment
of the incentive cash award described above. In fiscal year 1994, Mr.
Huff was granted a restricted stock award of 180,000 shares of Common
Stock also described above, of which at the end of fiscal year 1995,
15,000 shares were vested and 45,000 shares were earned subject to
vesting requirements. These amounts and grants reflect the Committee's
assessment of the Company's financial performance compared to other
oilfield service companies during the relevant periods, Mr. Huff's
leadership and significant personal contribution to the business, and
compensation data of competitive companies.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a
deduction to public companies to the extent of excess compensation over
one million dollars paid to the Chief Executive Officer or to any of the
four other most highly compensated executive officers, except for
qualified performance-based compensation. The Company had no non-
deductible compensation expense for fiscal year 1995. The Committee
plans to review this matter as appropriate, make recommendations to the
Company's Board of Directors of actions as may be necessary to preserve
the deductibility of compensation payments to the extent reasonably
practical and consistent with the Company's compensation objectives.
Compensation Committee
G. M. Anderson, Chairman
C. B. Evans
D. M. Hughes
Performance Graph
The following line graph compares the Company's total shareholder
return to the Standard & Poor's 500 Stock Index ("S&P 500") and with
that of a peer group over a five-year period ending on March 31, 1995.
The peer group companies at March 31, 1995 for this performance graph
are Dresser Industries, Inc., which replaced Baroid Corporation after
their merger, Global Industries, Ltd., Halliburton Company, Hornbeck
Offshore Services, Inc., McDermott International, Inc., Nabors
Industries, Inc., Offshore Logistics, Inc., J. Ray McDermott, Inc. which
replaced Offshore Pipelines, Inc. after their merger, Stolt Comex Seaway
S.A., and Tidewater, Inc.
It is assumed in the graphs that (i) $100 was invested in the
Company's Common Stock, the S&P 500 and the peer group on March 31,
1989, except that with respect to Global Industries, Ltd. and Stolt
Comex Seaway S.A., it is assumed the investment was made in February
1993 and May 1993, respectively, the first month the stock for such
companies was publicly available for purchase; and the investment was
made in Baroid Corporation through January 21, 1994, and thereafter in
Dresser Industries, Inc., and in Offshore Pipelines, Inc. through
January 31, 1995, and thereafter in J. Ray McDermott, Inc., as a result
of their mergers, (ii) the peer group investment is weighted based on
the market capitalization of each individual company within the peer
group at the beginning of each period and (iii) any dividends are
reinvested. The Company has not declared any dividends during the
period covered by the graph. The shareholder return shown on the graph
is not necessarily indicative of future performance.
Comparison of Five-Year Cumulative Shareholder Return
for Oceaneering International, Inc., S&P 500 and a Selected Peer Group
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC.
Oceaneering
International Inc. Peer Group S&P 500
1990 100.00 100.00 100.00
1991 85.45 102.56 114.41
1992 82.73 71.06 127.05
1993 101.82 101.67 146.39
1994 89.09 91.43 148.55
1995 71.82 105.84 171.68
Executive Employment Agreements
Under a Senior Executive Severance Plan (the "Severance Plan")
adopted by the Board of Directors in January 1983, and as amended in
March 1989, in the event of a change in control of the Company (as
defined) followed by termination of employment within one year
thereafter for any reason other than termination as a consequence of
death, disability or retirement, voluntary termination prior to three
months after a change of control, or termination for cause due to
commission of a felony related to employment with the Company, certain
key executives, as determined by the Board of Directors, will receive a
payment equal to 50% of one year's base salary, including bonuses, and
all fringe benefits for six months after termination of employment. In
such an event, stock options and other benefits of the executive will
become immediately vested, and the executive may elect to either
exercise his outstanding stock options or surrender them and be
compensated for the spread between the exercise price and higher fair
market value of the outstanding stock options. The executive will also
receive 25% of the amount of the spread between the exercise price and
the fair market value of all stock options exercised or surrendered by
the executive during the three-year period ending with the date of the
executive's termination of employment. The executive officers listed in
the Summary Compensation Table are participants in the Severance Plan.
The Company has entered into an employment agreement with no
expiration date with John R. Huff, which provides that, in the event of
his termination from the Company for any reason except voluntary
resignation or cause, he will receive compensation equivalent to one
year's salary, inclusive of any amounts payable under the Severance
Plan. Mr. Huff would also have use of a Company automobile and basic
medical and dental benefits during such period until the effective date
of his employment by another company or for one year, whichever first
occurs.
In March 1989, the Company also entered into an amended
Supplemental Senior Executive Severance Agreement ("Supplemental
Agreement") with Mr. Huff, which provides that, in the event of a change
in control of the Company (as defined) and termination of his employment
for any reason (other than voluntary resignation for nonpermissible
reasons or termination for cause due to commission of a felony related
to employment with the Company), or reduction in the scope of his
position or total annual compensation, or if he is requested to
relocate, Mr. Huff may either elect to receive the benefits under the
Severance Plan, as described above, or the benefits under the
Supplemental Agreement. If he elects to receive the Supplemental
Agreement benefits, Mr. Huff will receive a payment equal to three
years' base salary, including bonuses, and all fringe benefits for six
months after termination of employment, and his stock options and other
benefits will become immediately vested. Mr. Huff may elect either to
surrender his outstanding stock options and receive an amount equal to
twice the amount of the spread between the exercise price and the higher
fair market value of the outstanding stock options, or to exercise such
stock options and receive the amount of such spread. He will also
receive 100% of the amount of the spread between the exercise price and
the fair market value of all stock options exercised or surrendered by
him during the three-year period ending with the date of his termination
of employment.
Certain Transactions
During fiscal year 1995, the Company advanced Mr. Collins, Executive
Vice President, a total of $350,000 at no interest in connection with
his joining the Company and the purchase of his residence by the Company
at fair market value. The advance was repaid by fiscal year end. For
information concerning certain transactions between the Company and a
company for which Mr. Evans is chairman of the board of directors, see
Compensation Committee Interlocks and Insider Participation, above.
APPOINTMENT OF AUDITORS
Proposal 2
Subject to ratification by the shareholders, the Board of Directors
has appointed Arthur Andersen LLP, independent certified public
accountants, as independent auditors of the Company for the fiscal year
ending March 31, 1996, pursuant to the recommendation of the Audit
Committee of the Board. Arthur Andersen LLP has served as the Company's
independent auditors for 24 years. Representatives of Arthur Andersen
LLP will be present at the meeting, will be given the opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions of any shareholders.
The persons named in the accompanying proxy intend to vote such
proxy in favor of the ratification of the appointment of Arthur Andersen
LLP as independent auditors of the Company for the fiscal year ending
March 31, 1996, unless a contrary choice is set forth thereon.
The Board of Directors urges the shareholders to vote FOR the
appointment of Arthur Andersen LLP as independent auditors of the
Company for the fiscal year ending March 31, 1996.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1996 Annual Meeting of Shareholders of
the Company must be received at the Company's principal executive
offices, 16001 Park Ten Place, Suite 600, Houston, Texas 77084,
addressed to the Chairman of the Board, no later than March 14, 1996.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is
not aware of any matters other than those set forth herein and in the
Notice of Annual Meeting of Shareholders that will come before the
meeting. Should any other matters requiring the vote of shareholders
arise at the meeting, it is intended that proxies will be voted in
respect thereto in accordance with the judgment of the person or persons
voting the proxies.
Please return your proxy as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the Annual Meeting, no business can be transacted.
Therefore, please be sure to date and sign your proxy exactly as your
name appears on your stock certificate and return it in the enclosed
postage prepaid return envelope. Please act promptly to ensure that you
will be represented at this important meeting.
THE COMPANY WILL PROVIDE WITHOUT CHARGE ON THE WRITTEN REQUEST OF
ANY PERSON SOLICITED HEREBY A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE
COMPANY'S FISCAL YEAR ENDED MARCH 31, 1995. WRITTEN REQUESTS SHOULD BE
MAILED TO GEORGE R. HAUBENREICH, JR., SECRETARY, OCEANEERING
INTERNATIONAL, INC., P.O. Box 218130, HOUSTON, TEXAS 77218-8130.
By Order of the Board of Directors,
George R. Haubenreich, Jr.
Vice President, General
Counsel and Secretary
July 12, 1995
OCEANEERING INTERNATIONAL, INC.
Proxy Solicited by Board of Directors
John R. Huff and D. Michael Hughes, and each or any of them, with
P full power of substitution, are hereby appointed proxies to vote the
R stock of the undersigned in Oceaneering International, Inc., held of
O record by the undersigned on July 10, 1995, at the Annual Meeting of
X Shareholders on August 25, 1995, to be held at the Baker & Botts,
Y L.L.P. Conference Room, One Shell Plaza-Mall Level, 910 Louisiana
Street, Houston, Texas 77002, and at any adjournment thereof.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ON THE REVERSE SIDE. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
---------------
SEE REVERSE
SIDE
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Please mark your 1616
/X/ votes as in this
example.
This Proxy when properly executed will be voted as directed. If no
direction is made, this Proxy will be voted FOR the election of the two
director nominees and FOR Proposal 2.
Management recommends that you vote FOR authority on Proposal 1 and
FOR the Board's Proposal 2.
FOR WITHHELD NOMINEES: GORDON. M ANDERSON
1. Election of / / / / DAVID S. HOOKER
Directors
For, except vote withheld from the
following nominee:
-----------------------------------
2. Proposal to approve the FOR AGAINST ABSTAIN
appointment of Arthur Andersen LLP / / / / / /
as independent auditors for the fiscal year ending March 31,
1996.
3. In their discretion, the proxies are authorized to
vote upon such other business as may properly come
before the meeting or any adjournment thereof,
including procedural and other matters relating to the
conduct of the meeting.
Please sign exactly as name appears hereon. When shares are
held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person.
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SIGNATURE (S) DATE
