UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 its charter)
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(I.R.S. Employer Identification No.) |
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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):
| Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications 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:
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Name of each exchange on which registered | ||
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. |
At the annual meeting of stockholders of Dril-Quip, Inc. (“Dril-Quip”) held on May 7, 2024, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in Dril-Quip’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 19, 2024.
Proposal 1-Election of Directors
The following nominee for director was elected to serve a three-year term expiring at the 2027 annual meeting of stockholders by a majority of the votes cast at the annual meeting:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Amy B. Schwetz |
27,404,056 | 1,388,534 | 2,650,363 | 1,247,920 | ||||||||||||
Proposal 2-Approval of Appointment of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as independent registered public accountants for Dril-Quip for 2024 was approved by the majority of the votes cast “for” or “against” the proposal at the meeting:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 32,522,251 | 167,175 | 1,447 | 0 |
Proposal 3-Advisory Vote to Approve Executive Compensation
The advisory vote on the compensation of Dril-Quip’s named executive officers received the affirmative vote of a majority of the votes cast “for” or “against” the proposal at the meeting:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 30,754,107 | 679,834 | 9,012 | 1,247,920 |
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.
| DRIL-QUIP, INC. | ||
| By: | /s/ James C. Webster | |
| James C. Webster | ||
| Vice President, General Counsel and Secretary | ||
Date: May 8, 2024
Document and Entity Information |
May 07, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | DRIL-QUIP INC |
| Entity Address, Country | US |
| Amendment Flag | false |
| Entity Central Index Key | 0001042893 |
| Document Type | 8-K |
| Document Period End Date | May 07, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-13439 |
| Entity Tax Identification Number | 74-2162088 |
| Entity Address, Address Line One | 2050 West Sam Houston Parkway S. |
| Entity Address, Address Line Two | Suite 1100 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77042 |
| City Area Code | (713) |
| Local Phone Number | 939-7711 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $.01 par value per share |
| Trading Symbol | DRQ |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |