-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K+sx5YEDxhTc8TSchQJ7n4FlEpcKI6453R3d4TSzUJrKCa3Qae+4VXbR6IHZVOz9 n+hdO1Sw2mjtf3TmIM20/w== 0000950129-08-001065.txt : 20080220 0000950129-08-001065.hdr.sgml : 20080220 20080220164508 ACCESSION NUMBER: 0000950129-08-001065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080214 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL OILWELL VARCO INC CENTRAL INDEX KEY: 0001021860 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760475815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12317 FILM NUMBER: 08630148 BUSINESS ADDRESS: STREET 1: 10000 RICHMOND AVENUE STREET 2: 6TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042-4200 BUSINESS PHONE: 7133467500 MAIL ADDRESS: STREET 1: 10000 RICHMOND AVENUE STREET 2: 6TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042-4200 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL OILWELL INC DATE OF NAME CHANGE: 19960829 8-K 1 h54147e8vk.htm FORM 8-K - CURRENT REPORT e8vk
 

 
 
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
February 14, 2008
Date of Report (Date of earliest event reported)
NATIONAL OILWELL VARCO, INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-12317   76-0475815
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
7909 Parkwood Circle Drive
Houston, Texas 		  77036
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 713-346-7500
N/A
 
(Former name or former address, if changed since last report.)
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
     On February 20, 2008, National Oilwell Varco, Inc. (the “Company”) notified the New York Stock Exchange (the “NYSE”) that the Company had become aware that Robert E. Beauchamp, a current director, does not qualify as an independent director as defined in Section 303A.02 of the NYSE Listed Company Manual. While conducting its annual corporate governance compliance review to confirm the independence of the Company’s directors, the Company became aware that Mr. Beauchamp’s brother-in-law is the Chief Executive Officer of one of the Company’s vendors, which received payments from the Company of approximately $3 million in 2007. These payments exceed the amounts permitted under the NYSE’s independence standards in Section 303A.02(b)(v).
     Sections 303A.04 and 303A.05 of the NYSE Listed Company Manual require that all members of the Nominating/Corporate Governance Committee and Compensation Committee, respectively, must be independent. Due to his lack of independence, Mr. Beauchamp immediately resigned as Chair and a member of the Nominating/Corporate Governance Committee and as a member of the Compensation Committee in order for both committees to be in compliance with the NYSE’s independence rules concerning these committees. The Board of Directors has appointed Eric L. Mattson to serve as an additional member of the Nominating/Corporate Governance Committee and for Roger L. Jarvis to serve as Chair of that committee, and has appointed Mr. Jarvis to serve as an additional member of the Compensation Committee. The Board of Directors and the Company believe that both of these individuals meet the independence requirements of Section 303A.02 of the NYSE Listed Company Manual.
     The Company remains in compliance with Section 303A.01 of the NYSE Listed Company Manual which requires that a majority of the Company’s Board consist of independent directors.

 

 

SIGNATURES
     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.
         
Date: February 20, 2008   NATIONAL OILWELL VARCO, INC.
 		  
  By:   /s/ Clay C. Williams    
    Clay C. Williams   
    Sr. Vice President and Chief Financial Officer   
 

 

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