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
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 15, 2024, NOV 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 ten members to the Board of Directors; |
| 2. | the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024; and |
| 3. | the approval, on an advisory basis, of the compensation of our named executive officers; |
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 NON-VOTES |
||||||||||||
| Clay C. Williams |
341,622,558 | 11,750,061 | 1,114,363 | 18,204,392 | ||||||||||||
| Greg L. Armstrong |
342,819,276 | 10,543,573 | 1,124,133 | 18,204,392 | ||||||||||||
| Marcela E. Donadio |
332,174,859 | 21,177,393 | 1,134,730 | 18,204,392 | ||||||||||||
| Ben A. Guill |
342,348,954 | 11,019,301 | 1,118,727 | 18,204,392 | ||||||||||||
| David D. Harrison |
343,106,695 | 10,262,456 | 1,117,831 | 18,204,392 | ||||||||||||
| Patricia Martinez |
351,244,716 | 2,124,485 | 1,117,781 | 18,204,392 | ||||||||||||
| Eric L. Mattson |
342,902,513 | 10,458,330 | 1,126,139 | 18,204,392 | ||||||||||||
| Patricia B. Melcher |
351,229,011 | 2,123,800 | 1,134,171 | 18,204,392 | ||||||||||||
| William R. Thomas |
345,989,110 | 7,378,440 | 1,119,432 | 18,204,392 | ||||||||||||
| Robert S. Welborn |
346,453,561 | 6,914,632 | 1,118,789 | 18,204,392 | ||||||||||||
The ten directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2025. There were no nominees to office other than the directors elected.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
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| 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024 |
345,436,514 | 26,117,482 | 1,137,378 | 0 | ||||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| 3. Approval of the compensation of the Company’s named executive officers |
335,215,822 | 12,428,553 | 6,842,607 | 18,204,392 | ||||||||||||
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 16, 2024 | NOV INC. | |||||
| /s/ Brigitte M. Hunt | ||||||
| Brigitte M. Hunt | ||||||
| Vice President | ||||||
Document and Entity Information |
May 15, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001021860 |
| Document Type | 8-K |
| Document Period End Date | May 15, 2024 |
| Entity Registrant Name | NOV INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-12317 |
| Entity Tax Identification Number | 76-0475815 |
| Entity Address, Address Line One | 10353 Richmond Ave. |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77042 |
| City Area Code | 346 |
| Local Phone Number | 223-3000 |
| 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 |