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Compiled from SEC Form N-PX filings and Oceaneering International, Inc.’s Form 8-K, filed May 18, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 15, 2026: 5 items on Oceaneering International, Inc.’s Form 8-K, filed May 18, 2026: 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 18, 2026 (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: William B. Berry | 86,283,596 | -- | -- | 2,738,889 | 3,907,815 | 97% | Elected | — |
| Elect Director: Reema Poddar | 81,758,993 | -- | -- | 7,263,492 | 3,907,815 | 92% | Elected | — |
| Elect Director: Jon Erik Reinhardsen | 72,080,298 | -- | -- | 16,942,187 | 3,907,815 | 81% | Elected | — |
| 2. The resolution to approve, on an advisory basis, the compensation of Oceaneering's named executive officers | 85,566,754 | 2,461,108 | 994,623 | -- | 3,907,815 | 97% | Approved | — |
| 3. The appointment of Ernst & Young LLP as independent auditors of Oceaneering for the year ending December 31, 2026 | 90,695,916 | 2,160,916 | 73,469 | -- | -- | 98% | Approved | — |
Source: Oceaneering International, Inc., Form 8-K, filed with the SEC on May 18, 2026 — read the filing on EDGAR.
Each item below shows how the 381 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 4 wordings of this item as funds reported it.
81% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: Jon Erik Reinhardsen
Oceaneering International, Inc.’s own tally for this item (“Elect Director: Jon Erik Reinhardsen”): 72,080,298 for, 16,942,187 withheld, per its Form 8-K filed May 18, 2026 (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 I directors for a three-year t…”
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 113 asset managers below reported 44,595,926 for, 6,716,497 withheld, 91 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,183,962 | 0 | 91 | 45,843 | For |
| BlackRock | 9,766,974 | 0 | 0 | 0 | For |
| American Century | 3,603,714 | 0 | 0 | 0 | For |
| State Street | 2,683,065 | 0 | 0 | 3,899 | For |
| Fidelity | 2,513,592 | 0 | 0 | 0 | For |
| Neuberger Berman | 0 | 0 | 0 | 2,031,574 | Withhold |
| VanEck ETF Trust | 0 | 0 | 0 | 1,827,502 | Withhold |
| Brown Advisory Funds | 1,670,146 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,378,222 | 0 | 0 | 0 | For |
| Charles Schwab | 1,227,308 | 0 | 0 | 0 | For |
| Dimensional | 1,079,001 | 0 | 0 | 0 | For |
| Loomis Sayles | 874,288 | 0 | 0 | 0 | For |
| Principal | 656,343 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 600,000 | 0 | 0 | 0 | For |
| MFS | 0 | 0 | 0 | 595,135 | Withhold |
| T. Rowe Price | 0 | 0 | 0 | 558,073 | Withhold |
| TIAA | 512,683 | 0 | 0 | 0 | For |
| Brighthouse | 256,913 | 0 | 0 | 221,458 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 435,283 | 0 | 0 | 0 | For |
| Invesco | 408,104 | 0 | 0 | 0 | For |
| Equitable | 325,934 | 0 | 0 | 80,720 | Mixed |
| AMERICAN BEACON FUNDS | 0 | 0 | 0 | 396,339 | Withhold |
| BOSTON TRUST WALDEN FUNDS | 0 | 0 | 0 | 355,903 | Withhold |
| Goehring & Rozencwajg Investment Funds | 314,048 | 0 | 0 | 0 | For |
| Goldman Sachs | 257,004 | 0 | 0 | 17,285 | Mixed |
Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.
Combines 4 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: Reema Poddar
Oceaneering International, Inc.’s own tally for this item (“Elect Director: Reema Poddar”): 81,758,993 for, 7,263,492 withheld, per its Form 8-K filed May 18, 2026 (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 I directors for a three-year t…”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 113 asset managers below reported 47,862,031 for, 3,450,438 withheld, 44 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,229,852 | 0 | 44 | 0 | For |
| BlackRock | 9,766,974 | 0 | 0 | 0 | For |
| American Century | 3,603,714 | 0 | 0 | 0 | For |
| State Street | 2,686,964 | 0 | 0 | 0 | For |
| Fidelity | 2,513,592 | 0 | 0 | 0 | For |
| Neuberger Berman | 0 | 0 | 0 | 2,031,574 | Withhold |
| VanEck ETF Trust | 1,827,502 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,670,146 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,378,222 | 0 | 0 | 0 | For |
| Charles Schwab | 1,227,308 | 0 | 0 | 0 | For |
| Dimensional | 1,079,001 | 0 | 0 | 0 | For |
| Loomis Sayles | 874,288 | 0 | 0 | 0 | For |
| Principal | 656,343 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 600,000 | 0 | 0 | 0 | For |
| MFS | 595,135 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 0 | 0 | 558,073 | Withhold |
| TIAA | 512,683 | 0 | 0 | 0 | For |
| Brighthouse | 256,913 | 0 | 0 | 221,458 | Mixed |
| TOUCHSTONE STRATEGIC TRUST | 435,283 | 0 | 0 | 0 | For |
| Invesco | 408,104 | 0 | 0 | 0 | For |
| Equitable | 325,934 | 0 | 0 | 80,720 | Mixed |
| AMERICAN BEACON FUNDS | 396,339 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 0 | 0 | 0 | 355,903 | Withhold |
| Goehring & Rozencwajg Investment Funds | 314,048 | 0 | 0 | 0 | For |
| Goldman Sachs | 257,004 | 0 | 0 | 17,285 | Mixed |
Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.
Combines 4 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Class I Directors: William B. Berry
Oceaneering International, Inc.’s own tally for this item (“Elect Director: William B. Berry”): 86,283,596 for, 2,738,889 withheld, per its Form 8-K filed May 18, 2026 (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 I directors for a three-year t…”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 113 asset managers below reported 50,431,231 for, 881,266 withheld, 16 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,199,651 | 0 | 16 | 30,230 | For |
| BlackRock | 9,766,974 | 0 | 0 | 0 | For |
| American Century | 3,603,714 | 0 | 0 | 0 | For |
| State Street | 2,683,065 | 0 | 0 | 3,899 | For |
| Fidelity | 2,513,592 | 0 | 0 | 0 | For |
| Neuberger Berman | 2,031,574 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 1,827,502 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,670,146 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,378,222 | 0 | 0 | 0 | For |
| Charles Schwab | 1,227,308 | 0 | 0 | 0 | For |
| Dimensional | 1,079,001 | 0 | 0 | 0 | For |
| Loomis Sayles | 874,288 | 0 | 0 | 0 | For |
| Principal | 656,343 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 600,000 | 0 | 0 | 0 | For |
| MFS | 595,135 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 0 | 0 | 558,073 | Withhold |
| TIAA | 512,683 | 0 | 0 | 0 | For |
| Brighthouse | 460,493 | 0 | 0 | 17,878 | For |
| TOUCHSTONE STRATEGIC TRUST | 435,283 | 0 | 0 | 0 | For |
| Invesco | 408,104 | 0 | 0 | 0 | For |
| Equitable | 325,934 | 0 | 0 | 80,720 | Mixed |
| AMERICAN BEACON FUNDS | 396,339 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 355,903 | 0 | 0 | 0 | For |
| Goehring & Rozencwajg Investment Funds | 314,048 | 0 | 0 | 0 | For |
| Goldman Sachs | 257,004 | 0 | 0 | 17,285 | Mixed |
Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.
Combines 8 wordings of this item as funds reported it.
97% 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”): 85,566,754 for, 2,461,108 against — passed, per its Form 8-K filed May 18, 2026 (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: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Oceaneering International, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on pay” (2 managers, 16,009 for).
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 | 12,229,880 | 12 | 6 | 0 | For |
| BlackRock | 9,766,974 | 0 | 0 | 0 | For |
| American Century | 3,603,714 | 0 | 0 | 0 | For |
| State Street | 2,686,964 | 0 | 0 | 0 | For |
| Fidelity | 2,513,592 | 0 | 0 | 0 | For |
| Neuberger Berman | 2,031,574 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 1,827,502 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,670,146 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,378,222 | 0 | 0 | 0 | For |
| Charles Schwab | 1,227,308 | 0 | 0 | 0 | For |
| Dimensional | 1,079,001 | 0 | 0 | 0 | For |
| Loomis Sayles | 874,288 | 0 | 0 | 0 | For |
| Principal | 656,343 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 600,000 | 0 | 0 | 0 | For |
| MFS | 595,135 | 0 | 0 | 0 | For |
| T. Rowe Price | 558,073 | 0 | 0 | 0 | For |
| TIAA | 512,683 | 0 | 0 | 0 | For |
| Brighthouse | 460,493 | 0 | 17,878 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 435,283 | 0 | 0 | 0 | For |
| Invesco | 408,104 | 0 | 0 | 0 | For |
| Equitable | 406,654 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 396,339 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 355,903 | 0 | 0 | 0 | For |
| Goehring & Rozencwajg Investment Funds | 314,048 | 0 | 0 | 0 | For |
| Goldman Sachs | 274,289 | 0 | 0 | 0 | For |
Fund voting reports, all 114 managers: 50,992,383 for, 307,190 against, 17,884 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BROWN ADVISORY INC | 5,214,481 | 0 | 0 | 0 | For |
| State Street | 4,798,680 | 0 | 0 | 0 | For |
| BlackRock | 4,297,728 | 1,326 | 0 | 0 | For |
| American Century | 3,752,200 | 0 | 0 | 0 | For |
| Neuberger Berman | 3,270,895 | 0 | 0 | 0 | For |
| EARNEST PARTNERS LLC | 2,668,097 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,369,996 | 0 | 0 | 0 | For |
| VAN ECK ASSOCIATES CORP | 1,827,502 | 0 | 0 | 0 | For |
| Loomis Sayles | 1,658,450 | 0 | 0 | 0 | For |
| Greenhouse Funds LLLP | 1,524,759 | 0 | 0 | 0 | For |
| Charles Schwab | 1,386,542 | 0 | 0 | 0 | For |
| BARROW HANLEY MEWHINNEY & STRAUSS LLC | 1,362,654 | 0 | 0 | 0 | For |
| Northern Trust | 1,167,263 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,104,853 | 0 | 0 | 0 | For |
| Vanguard | 840,189 | 0 | 0 | 0 | For |
| Ranger Investment Management, L.P. | 796,805 | 0 | 0 | 0 | For |
| Fisher Asset Management, LLC | 735,107 | 0 | 0 | 0 | For |
| Boston Partners | 732,017 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 730,178 | 0 | 0 | 0 | For |
| Treasurer of the State of North Carolina | 714,277 | 0 | 0 | 0 | For |
| Federated Hermes | 695,130 | 0 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 595,135 | 0 | 0 | 0 | For |
| Goehring & Rozencwajg Associates, LLC | 586,328 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 585,780 | 0 | 0 | 0 | For |
| Nuveen | 526,210 | 0 | 0 | 0 | For |
Institutional-manager reports, all 296 managers: 54,013,091 for, 1,314,972 against, 52 abstained, 474 not voted. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% 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, 2026.
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, 2026”): 90,695,916 for, 2,160,916 against — passed, per its Form 8-K filed May 18, 2026 (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, 2026 was ratified, and the voting results are set forth below:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 113 asset managers below reported 51,281,502 for, 16,078 against, 17,878 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 12,214,271 | 15,623 | 0 | 0 | For |
| BlackRock | 9,766,974 | 0 | 0 | 0 | For |
| American Century | 3,603,714 | 0 | 0 | 0 | For |
| State Street | 2,686,844 | 120 | 0 | 0 | For |
| Fidelity | 2,513,592 | 0 | 0 | 0 | For |
| Neuberger Berman | 2,031,574 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 1,827,502 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 1,670,146 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 1,378,222 | 0 | 0 | 0 | For |
| Charles Schwab | 1,227,308 | 0 | 0 | 0 | For |
| Dimensional | 1,079,001 | 0 | 0 | 0 | For |
| Loomis Sayles | 874,288 | 0 | 0 | 0 | For |
| Principal | 656,343 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 600,000 | 0 | 0 | 0 | For |
| MFS | 595,135 | 0 | 0 | 0 | For |
| T. Rowe Price | 558,073 | 0 | 0 | 0 | For |
| TIAA | 512,683 | 0 | 0 | 0 | For |
| Brighthouse | 460,493 | 0 | 17,878 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 435,283 | 0 | 0 | 0 | For |
| Invesco | 408,104 | 0 | 0 | 0 | For |
| Equitable | 406,654 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 396,339 | 0 | 0 | 0 | For |
| BOSTON TRUST WALDEN FUNDS | 355,903 | 0 | 0 | 0 | For |
| Goehring & Rozencwajg Investment Funds | 314,048 | 0 | 0 | 0 | For |
| Goldman Sachs | 274,289 | 0 | 0 | 0 | For |
Showing the 25 largest of 113 asset managers. See all 113 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 | 11.03% |
| 2 | BlackRock | 8.81% |
| 3 | American Century | 3.25% |
| 4 | State Street | 2.42% |
| 5 | Fidelity | 2.27% |
| 6 | Neuberger Berman | 1.83% |
| 7 | VanEck ETF Trust | 1.65% |
| 8 | Brown Advisory Funds | 1.51% |
| 9 | HARBOR FUNDS | 1.24% |
| 10 | Charles Schwab | 1.11% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BROWN ADVISORY INC | 4.70% |
| 2 | State Street | 4.33% |
| 3 | BlackRock | 3.88% |
| 4 | American Century | 3.39% |
| 5 | Neuberger Berman | 2.95% |
| 6 | EARNEST PARTNERS LLC | 2.41% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.14% |
| 8 | VAN ECK ASSOCIATES CORP | 1.65% |
| 9 | Loomis Sayles | 1.50% |
| 10 | Greenhouse Funds LLLP | 1.38% |
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 | 14.75% | 13F |
| Vanguard Group | 11.16% | 13F |
| Vanguard Portfolio Management | 6.91% | 13G |
| BROWN ADVISORY INC | 4.58% | 13G |
| State Street | 4.54% | 13F |
| Dimensional Fund Advisors | 3.12% | 13F |
| Charles Schwab | 1.25% | 13F |
| T. Rowe Price | 1.17% | 13F |
| Northern Trust | 1.14% | 13F |
| Morgan Stanley | 0.94% | 13F |
Percentages above are of 110,834,088 shares outstanding, as reported by Oceaneering International, Inc. on its Form 10-Q dated September 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 September 30, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Oceaneering International, Inc.'s shareholder meeting held May 15, 2026, in the 2025-2026 proxy season, 381 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,435 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 97% 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 18, 2026.
Oceaneering International, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.