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): February 2, 2006

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-10945 (Commission File Number)	95-2628227 (I.R.S. Employer Identification No.)

11911 FM 529 Houston, Texas (Address of principal executive offices)		77041 (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.

     On February 2, 2006, the Compensation Committee of the Board of Directors of Oceaneering International, Inc. (the “Compensation Committee”) granted awards of restricted stock units and performance units under the Company’s 2005 Incentive Plan (the “Incentive Plan”) to each of Oceaneering’s executive officers. The following table sets forth the number of restricted stock units and performance units awarded to Oceaneering’s chief executive officer and each other named executive officer listed in the “Summary Compensation Table” in Oceaneering’s proxy statement for its 2005 annual meeting of stockholders:

Name and Position		Number of Performance Units(1)				Number of Restricted Stock Units(2)
John R. Huff Chairman of the Board and Chief Executive Officer			14,000				14,000
T. Jay Collins President and Chief Operating Officer			14,000				14,000
M. Kevin McEvoy Senior Vice President			6,000				6,000
Marvin J. Migura Senior Vice President and Chief Financial Officer			5,300				5,300
George R. Haubenreich, Jr. Senior Vice President, General Counsel and Secretary			5,300				5,300

     In addition, the Board of Directors of Oceaneering (the “Board”) approved the grant of 4,000 shares of restricted stock to each of the Company’s four non-employee directors. The

restricted stock awards are scheduled to vest in full on the first anniversary of the award date, subject to (a) earlier vesting on a change of control or the termination of the director’s service due to death and (b) such other terms as are set forth in the award agreement.

     The Compensation Committee approved the grant of an aggregate of 99,325 restricted stock units and 83,000 performance units, and the Board approved the grant of an aggregate of 16,000 shares of restricted stock, including the awards referenced in the table and the discussion above. Those awards were made to a total of 205 Incentive Plan participants.

     In addition, the Compensation Committee approved: (1) the form of 2006 Employee Restricted Stock Unit Agreement that will govern the terms and conditions of restricted stock unit awards made to the Company’s executive officers and other employees; and (2) the form of 2006 Performance Unit Agreement that will govern the terms and conditions of performance unit awards made to the Company’s executive officers and other employees. The Board approved the form of 2006 Non-Employee Director Restricted Stock Agreement that will govern the terms and conditions of restricted stock awards made to non-employee directors.

     In light of the new accounting principles established by the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment, which Oceaneering adopted effective as of January 1, 2006, the Compensation Committee has expressed its intention to refrain from using stock options as a component of employee compensation for Oceaneering’s executive officers and other employees for the foreseeable future, and the Board has expressed its intention to refrain from using stock options as a component of non-employee director compensation for the foreseeable future.

     The foregoing descriptions of the awards under the Incentive Plan are not complete and are qualified by reference to the complete agreements which are attached as exhibits to this report and incorporated by reference into this Item.

Item 9.01 Financial Statements and Exhibits

			(c	)		Exhibits
			10.1			Form of 2006 Employee Restricted Stock Unit Agreement
			10.2			Form of 2006 Performance Unit Agreement
			10.3			2006 Performance Award: Goals and Measures, relating to the form of 2006 Performance Unit Agreement
			10.4			Form of 2006 Non-Employee Director Restricted Stock Agreement

SIGNATURE

     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.

EXHIBIT INDEX

No.		Description
10.1		Form of 2006 Employee Restricted Stock Unit Agreement
10.2		Form of 2006 Performance Unit Agreement
10.3		2006 Performance Award: Goals and Measures, relating to the form of 2006 Performance Unit Agreement
10.4		Form of 2006 Non-Employee Director Restricted Stock Agreement