UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 20, 2020, National Oilwell Varco, Inc. (the “Company”) held its Annual Meeting of Stockholders where the following matters were voted upon and approved by the Company’s stockholders:
1. the election of nine members to the Board of Directors;
2. the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2020;
3. the approval, on an advisory basis, of the compensation of our named executive officers; and
4. the approval of amendments to the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan.
The following is a summary of the voting results for each matter presented to the Company’s stockholders:
| 1. Election of directors: |
FOR |
AGAINST |
ABSTAIN |
BROKER |
||||||||||||
| Clay C. Williams |
316,234,205 |
16,660,852 |
647,195 |
18,429,312 |
||||||||||||
| Greg L. Armstrong |
320,175,757 |
13,226,510 |
139,985 |
18,429,312 |
||||||||||||
| Marcela E. Donadio |
327,126,329 |
6,246,958 |
168,965 |
18,429,312 |
||||||||||||
| Ben A. Guill |
311,364,123 |
22,010,842 |
167,287 |
18,429,312 |
||||||||||||
| James T. Hackett |
300,039,545 |
33,351,470 |
151,237 |
18,429,312 |
||||||||||||
| David D. Harrison |
315,219,980 |
18,184,512 |
137,760 |
18,429,312 |
||||||||||||
| Eric L. Mattson |
293,102,818 |
40,290,597 |
148,837 |
18,429,312 |
||||||||||||
| Melody B. Meyer |
327,238,916 |
6,137,907 |
165,429 |
18,429,312 |
||||||||||||
| William R. Thomas |
329,978,517 |
3,410,586 |
153,149 |
18,429,312 |
||||||||||||
The nine directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2021. There were no nominees to office other than the directors elected.
| For |
Against |
Abstain |
BROKER NON-Votes |
|||||||||||||
| 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2020 |
337,884,146 |
12,787,588 |
1,299,830 |
0 |
||||||||||||
| For |
Against |
Abstain |
BROKER NON-Votes |
|||||||||||||
| 3. Approval of the compensation of the Company’s named executive officers |
315,785,356 |
17,453,437 |
303,459 |
18,429,312 |
||||||||||||
| For |
Against |
Abstain |
BROKER NON-Votes |
|||||||||||||
| 4. Approval of amendments to the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan |
305,243,579 |
26,972,923 |
1,325,750 |
18,429,312 |
||||||||||||
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: May 21, 2020 |
NATIONAL OILWELL VARCO, INC. | |||||
| /s/ Brigitte M. Hunt | ||||||
| Brigitte M. Hunt Vice President |
Document and Entity Information |
May 21, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | NATIONAL OILWELL VARCO INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001021860 |
| Document Type | 8-K |
| Document Period End Date | May 21, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-12317 |
| Entity Tax Identification Number | 76-0475815 |
| Entity Address, Address Line One | 7909 Parkwood Circle Dr. |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77036 |
| City Area Code | 713 |
| Local Phone Number | 346-7500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | NOV |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |