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Compiled from SEC Form N-PX filings and OCEANEERING INTERNATIONAL INC.’s Form 8-K, filed May 13, 2024 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of May 10, 2024: 5 items on OCEANEERING INTERNATIONAL INC.’s Form 8-K, filed May 13, 2024: 3 elected · 2 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore OCEANEERING INTERNATIONAL INC. in the interactive database Compare manager voting policies
These tallies are OCEANEERING INTERNATIONAL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 13, 2024 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Karen H. Beachy | 91,919,993 | -- | -- | 1,967,075 | 3,779,129 | 98% | Elected | — |
| Elect Director: Deanna L. Goodwin | 91,690,177 | -- | -- | 2,196,891 | 3,779,129 | 98% | Elected | — |
| Elect Director: Steven A. Webster | 74,885,220 | -- | -- | 19,001,848 | 3,779,129 | 80% | Elected | — |
| 2. The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers | 88,063,068 | 5,703,026 | 120,947 | -- | 3,779,129 | 94% | Approved | — |
| 3. The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2024 | 94,542,093 | 3,061,599 | 62,505 | -- | -- | 97% | Approved | — |
Source: OCEANEERING INTERNATIONAL INC., Form 8-K, filed with the SEC on May 13, 2024 — read the filing on EDGAR.
Each item below shows how the 287 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.
Combines 5 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Deanna L. Goodwin
OCEANEERING INTERNATIONAL INC.’s own tally for this item (“Elect Director: Deanna L. Goodwin”): 91,690,177 for, 2,196,891 withheld, per its Form 8-K filed May 13, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The matters voted on and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, as applicable, were as stated below: 1 The three nominees proposed by our Board of Directors were elected as Class II directors for a three-year …”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 56,792,292 for, 146,277 withheld, 77,927 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,312,934 | 0 | 0 | 0 | For |
| BlackRock | 10,906,356 | 0 | 0 | 0 | For |
| Fidelity | 4,452,028 | 0 | 0 | 0 | For |
| Neuberger Berman | 3,259,511 | 0 | 0 | 0 | For |
| State Street | 2,566,408 | 0 | 0 | 472 | For |
| Dimensional | 2,240,737 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 2,074,002 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,729,975 | 0 | 0 | 0 | For |
| American Century | 1,716,136 | 0 | 0 | 0 | For |
| BNY Mellon | 1,255,123 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,151,871 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 1,132,500 | 0 | 0 | 0 | For |
| Charles Schwab | 1,131,589 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,050,118 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 1,000,000 | 0 | 0 | 0 | For |
| Invesco | 877,538 | 0 | 0 | 0 | For |
| Loomis Sayles | 829,219 | 0 | 0 | 0 | For |
| PIMCO | 592,501 | 0 | 0 | 0 | For |
| TIAA | 557,823 | 0 | 0 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 549,220 | 0 | 0 | 0 | For |
| Putnam | 541,269 | 0 | 0 | 0 | For |
| Brighthouse | 458,508 | 0 | 0 | 29,375 | Mixed |
| Equitable | 339,862 | 0 | 0 | 116,430 | Mixed |
| JPMorgan | 351,146 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 300,049 | 0 | 0 | 0 | For |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Combines 5 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Karen H. Beachy
OCEANEERING INTERNATIONAL INC.’s own tally for this item (“Elect Director: Karen H. Beachy”): 91,919,993 for, 1,967,075 withheld, per its Form 8-K filed May 13, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The matters voted on and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, as applicable, were as stated below: 1 The three nominees proposed by our Board of Directors were elected as Class II directors for a three-year …”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 56,792,292 for, 146,277 withheld, 77,927 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,312,934 | 0 | 0 | 0 | For |
| BlackRock | 10,906,356 | 0 | 0 | 0 | For |
| Fidelity | 4,452,028 | 0 | 0 | 0 | For |
| Neuberger Berman | 3,259,511 | 0 | 0 | 0 | For |
| State Street | 2,566,408 | 0 | 0 | 472 | For |
| Dimensional | 2,240,737 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 2,074,002 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,729,975 | 0 | 0 | 0 | For |
| American Century | 1,716,136 | 0 | 0 | 0 | For |
| BNY Mellon | 1,255,123 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,151,871 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 1,132,500 | 0 | 0 | 0 | For |
| Charles Schwab | 1,131,589 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,050,118 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 1,000,000 | 0 | 0 | 0 | For |
| Invesco | 877,538 | 0 | 0 | 0 | For |
| Loomis Sayles | 829,219 | 0 | 0 | 0 | For |
| PIMCO | 592,501 | 0 | 0 | 0 | For |
| TIAA | 557,823 | 0 | 0 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 549,220 | 0 | 0 | 0 | For |
| Putnam | 541,269 | 0 | 0 | 0 | For |
| Brighthouse | 458,508 | 0 | 0 | 29,375 | Mixed |
| Equitable | 339,862 | 0 | 0 | 116,430 | Mixed |
| JPMorgan | 351,146 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 300,049 | 0 | 0 | 0 | For |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Combines 5 wordings of this item as funds reported it.
80% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Steven A. Webster
OCEANEERING INTERNATIONAL INC.’s own tally for this item (“Elect Director: Steven A. Webster”): 74,885,220 for, 19,001,848 withheld, per its Form 8-K filed May 13, 2024 (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.
Reported outcome: Elected, in the filing’s own words: “The matters voted on and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, as applicable, were as stated below: 1 The three nominees proposed by our Board of Directors were elected as Class II directors for a three-year …”
Support: 80% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 47,336,253 for, 9,586,179 withheld, 16,137 abstained, 77,927 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,312,934 | 0 | 0 | 0 | For |
| BlackRock | 10,906,356 | 0 | 0 | 0 | For |
| Fidelity | 4,452,028 | 0 | 0 | 0 | For |
| Neuberger Berman | 0 | 0 | 0 | 3,259,511 | Withhold |
| State Street | 4,503 | 0 | 0 | 2,562,377 | Withhold |
| Dimensional | 2,240,737 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 0 | 0 | 0 | 2,074,002 | Withhold |
| HARBOR FUNDS | 1,729,975 | 0 | 0 | 0 | For |
| American Century | 1,716,136 | 0 | 0 | 0 | For |
| BNY Mellon | 1,255,123 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,151,871 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 1,132,500 | 0 | 0 | 0 | For |
| Charles Schwab | 1,131,589 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,050,118 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 1,000,000 | 0 | 0 | 0 | For |
| Invesco | 0 | 0 | 0 | 877,538 | Withhold |
| Loomis Sayles | 829,219 | 0 | 0 | 0 | For |
| PIMCO | 592,501 | 0 | 0 | 0 | For |
| TIAA | 557,823 | 0 | 0 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 549,220 | 0 | 0 | 0 | For |
| Putnam | 541,269 | 0 | 0 | 0 | For |
| Brighthouse | 163,458 | 0 | 0 | 324,425 | Mixed |
| Equitable | 339,862 | 0 | 0 | 116,430 | Mixed |
| JPMorgan | 351,146 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 300,049 | 0 | 0 | 0 | For |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Combines 11 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: Advisory vote on a resolution to approve the compensation of our named executive officers.
OCEANEERING INTERNATIONAL INC.’s own tally for this item (“2. The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers”): 88,063,068 for, 5,703,026 against — passed, per its Form 8-K filed May 13, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers was approved, and the voting results are set forth below:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,312,934 | 0 | 0 | 0 | For |
| BlackRock | 10,906,356 | 0 | 0 | 0 | For |
| Fidelity | 4,452,028 | 0 | 0 | 0 | For |
| Neuberger Berman | 3,259,511 | 0 | 0 | 0 | For |
| State Street | 2,566,880 | 0 | 0 | 0 | For |
| Dimensional | 2,240,737 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 2,074,002 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,729,975 | 0 | 0 | 0 | For |
| American Century | 1,716,136 | 0 | 0 | 0 | For |
| BNY Mellon | 1,101,924 | 153,199 | 0 | 0 | Mixed |
| Brown Advisory Funds | 1,151,871 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 1,132,500 | 0 | 0 | 0 | For |
| Charles Schwab | 1,131,589 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,050,118 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 1,000,000 | 0 | 0 | 0 | For |
| Invesco | 877,538 | 0 | 0 | 0 | For |
| Loomis Sayles | 829,219 | 0 | 0 | 0 | For |
| PIMCO | 592,501 | 0 | 0 | 0 | For |
| TIAA | 557,823 | 0 | 0 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 549,220 | 0 | 0 | 0 | For |
| Putnam | 541,269 | 0 | 0 | 0 | For |
| Brighthouse | 458,508 | 0 | 29,375 | 0 | Mixed |
| Equitable | 456,292 | 0 | 0 | 0 | For |
| JPMorgan | 351,146 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 300,049 | 0 | 0 | 0 | For |
Fund voting reports, all 91 managers: 56,483,937 for, 419,057 against, 29,375 abstained, 77,927 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 4,862,738 | 0 | 0 | 0 | For |
| State Street | 4,566,369 | 0 | 0 | 0 | For |
| Fidelity | 4,171,712 | 0 | 0 | 0 | For |
| EARNEST PARTNERS LLC | 3,123,193 | 0 | 0 | 0 | For |
| BlackRock | 2,931,597 | 1,326 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,147,620 | 0 | 0 | 0 | For |
| VAN ECK ASSOCIATES CORP | 2,074,002 | 0 | 0 | 0 | For |
| BROWN ADVISORY INC | 1,923,808 | 0 | 0 | 0 | For |
| American Century | 1,728,942 | 0 | 0 | 0 | For |
| Sourcerock Group LLC | 1,478,792 | 0 | 0 | 0 | For |
| Loomis Sayles | 1,347,360 | 0 | 0 | 0 | For |
| Newton Investment Management North America, LLC | 1,335,676 | 0 | 0 | 0 | For |
| Greenhouse Funds LLLP | 1,325,717 | 0 | 0 | 0 | For |
| Aristotle Capital Boston, LLC | 1,309,551 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 1,246,261 | 0 | 0 | 0 | For |
| Janus Henderson | 1,197,142 | 0 | 0 | 0 | For |
| Charles Schwab | 1,185,007 | 0 | 0 | 0 | For |
| Northern Trust | 1,089,781 | 0 | 0 | 0 | For |
| Invesco | 920,434 | 0 | 0 | 0 | For |
| NEW YORK STATE COMMON RETIREMENT FUND | 0 | 837,636 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 785,983 | 0 | 0 | Against |
| FORT WASHINGTON INVESTMENT ADVISORS INC /OH/ | 671,782 | 0 | 0 | 0 | For |
| Nuveen | 642,737 | 0 | 0 | 0 | For |
| Putnam | 566,743 | 0 | 0 | 0 | For |
| BNP Paribas Asset Management Holding S.A. | 0 | 563,235 | 0 | 0 | Against |
Institutional-manager reports, all 221 managers: 50,337,064 for, 3,539,695 against, 799 abstained, 72 unknown. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Approved · of votes cast
Description as filed by funds: Proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for the year ending December 31, 2024.
OCEANEERING INTERNATIONAL INC.’s own tally for this item (“3. The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2024”): 94,542,093 for, 3,061,599 against — passed, per its Form 8-K filed May 13, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2024 was ratified, and the voting results are set forth below:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 93 asset managers below reported 56,315,969 for, 593,225 against, 29,375 abstained, 77,927 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,312,934 | 0 | 0 | 0 | For |
| BlackRock | 10,906,356 | 0 | 0 | 0 | For |
| Fidelity | 4,452,028 | 0 | 0 | 0 | For |
| Neuberger Berman | 3,259,511 | 0 | 0 | 0 | For |
| State Street | 2,566,497 | 383 | 0 | 0 | For |
| Dimensional | 2,240,737 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 2,074,002 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,729,975 | 0 | 0 | 0 | For |
| American Century | 1,716,136 | 0 | 0 | 0 | For |
| BNY Mellon | 1,255,123 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,151,871 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 1,132,500 | 0 | 0 | 0 | For |
| Charles Schwab | 1,131,589 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 1,050,118 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 1,000,000 | 0 | 0 | 0 | For |
| Invesco | 877,538 | 0 | 0 | 0 | For |
| Loomis Sayles | 829,219 | 0 | 0 | 0 | For |
| PIMCO | 0 | 592,501 | 0 | 0 | Against |
| TIAA | 557,823 | 0 | 0 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 549,220 | 0 | 0 | 0 | For |
| Putnam | 541,269 | 0 | 0 | 0 | For |
| Brighthouse | 458,508 | 0 | 29,375 | 0 | Mixed |
| Equitable | 456,292 | 0 | 0 | 0 | For |
| JPMorgan | 351,146 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 300,049 | 0 | 0 | 0 | For |
Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 110,834,088 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.11% |
| 2 | BlackRock | 9.84% |
| 3 | Fidelity | 4.02% |
| 4 | Neuberger Berman | 2.94% |
| 5 | State Street | 2.32% |
| 6 | Dimensional | 2.02% |
| 7 | VanEck ETF Trust | 1.87% |
| 8 | HARBOR FUNDS | 1.56% |
| 9 | American Century | 1.55% |
| 10 | BNY Mellon | 1.13% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Neuberger Berman | 4.39% |
| 2 | State Street | 4.12% |
| 3 | Fidelity | 3.76% |
| 4 | EARNEST PARTNERS LLC | 2.82% |
| 5 | BlackRock | 2.65% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.94% |
| 7 | VAN ECK ASSOCIATES CORP | 1.87% |
| 8 | BROWN ADVISORY INC | 1.74% |
| 9 | American Century | 1.56% |
| 10 | Sourcerock Group LLC | 1.33% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 14.14% | 13F |
| Vanguard Group | 10.99% | 13F |
| State Street | 4.39% | 13F |
| Dimensional Fund Advisors | 2.40% | 13F |
| BNY Mellon | 2.16% | 13F |
| Geode Capital | 1.97% | 13F |
| Franklin Templeton | 1.67% | 13F |
| Norges Bank | 1.31% | 13F |
| Goldman Sachs | 1.29% | 13F |
| Charles Schwab | 1.08% | 13F |
Percentages above are of 110,834,088 shares outstanding, as reported by OCEANEERING INTERNATIONAL INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 31, 2024. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At OCEANEERING INTERNATIONAL INC.'s shareholder meeting held May 10, 2024, in the 2023-2024 proxy season, 287 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,866 separate fund positions. On the most widely held item on that ballot — Advisory vote on a resolution to approve the compensation of our named executive officers. — OCEANEERING INTERNATIONAL INC.'s filing reports the proposal as approved, with 94% support of the votes cast (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). Source: OCEANEERING INTERNATIONAL INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 13, 2024.
OCEANEERING INTERNATIONAL INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.