Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Directors OnJanuary 23, 2021 , the Board of Directors (the "Board") ofOceaneering International, Inc. ("Oceaneering") elected Ms.Karen H. Beachy and Dr.Kavitha Velusamy as independent, non-executive directors, in Classes II and III, respectively.Ms. Beachy was appointed as a member of the Compensation Committee of the Board, andDr. Velusamy was appointed as a member of the Audit Committee of the Board.Ms. Beachy , 49, served in roles of increasing responsibility with Black Hills Corporation, an investor-owned natural gas and electric utility, fromJuly 2014 untilDecember 2020 , most recently as Senior Vice President, Growth and Strategy fromAugust 2019 and as Vice President, Growth and Strategy fromOctober 2018 . Previously, she served as Vice President, Supply Chain fromSeptember 2016 and Director, Supply Chain fromJuly 2014 .Ms. Beachy joined Black Hills Corporation after 17 years in operations and supply-chain management for utilitiesVectren Corporation andLG&E-Kentucky Utilities and two years in management consulting.Dr. Velusamy , 49, serves as Vice President, Software Engineering ofLeia, Inc. , a light field display technology company, which she joined inJuly 2020 . Previously,Dr. Velusamy served as Vice President, Engineering of iMerit, Inc., a company that enriches and annotates the data that powers algorithms in machine learning, fromJune 2019 , and held technical leadership roles withBossa Nova Robotics, Inc. fromMay 2016 toMarch 2019 , NVIDIA Corporation from 2015 toApril 2016 and, prior to that time, with Amazon.com, Inc., Cisco Systems, Inc. andMotorola India Electronics Limited . In connection with her election, the Board approved Oceaneering entering into an indemnification agreement with each ofMs. Beachy andDr. Velusamy . The form of indemnification agreement approved is in the same form as the previously disclosed indemnification agreement entered into with the other members of the Board. The foregoing description of the indemnification agreement is qualified by reference to the complete form of agreement, which is incorporated by reference as an exhibit to this report and hereby incorporated by reference into this Item. There are no arrangements or understanding between eitherMs. Beachy orDr. Velusamy and any other person pursuant to which either was selected as a director. There also are no transactions in which eitherMs. Beachy orDr. Velusamy has an interest requiring disclosure under Item 404(a) of Regulation S-K. Compensatory Arrangements For 2021, the Board approved payment to each ofMs. Beachy andMs. Velusamy of an annual base retainer and such additional retainers for service on the applicable committees as approved for the other nonemployee directors. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Registration or File Number Form of Report Report Date Exhibit Number * 10.1 + Form of Indemnification Agreement 1-10945 8-K May 2011 10.4 * Exhibit previously filed with the Securities and
+ Management contract or compensatory plan or arrangement.
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