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 27, 2014 (February 27, 2014)
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 of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 7909 Parkwood Circle Dr. Houston, Texas |
77036 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 713-346-7500
(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:
| ¨ | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2014, National Oilwell Varco, Inc. (the “Company”) issued a press release announcing the appointment of Clay C. Williams as President and Chief Executive Officer of the Company. Mr. Williams replaced Merrill A. Miller, Jr. as Chief Executive Officer of the Company, while Mr. Miller was named the Company’s Executive Chairman. Mr. Miller will step down as the Company’s Executive Chairman contemporaneous with the completion of the previously announced plan to spin off to its shareholders its Distribution Business as an independent, publicly traded company. Mr. Miller will become the Executive Chairman of that publicly traded distribution company on the effective date of the spinoff.
Mr. Williams has served as a member of the Company’s Board of Directors since November 2013 and as the Company’s President and Chief Operating Officer since December 2012. He previously served as the Company’s Executive Vice President from February 2009, and as the Company’s Senior Vice President and Chief Financial Officer from March 2005, until December 2012. He served as Varco’s Vice President and Chief Financial Officer from January 2003 until its merger with the Company on March 11, 2005. From May 2002 until January 2003, Mr. Williams served as Varco’s Vice President Finance and Corporate Development. From February 2001 until May 2002, and from February 1997 until February 2000, he served as Varco’s Vice President - Corporate Development. Mr. Williams serves as a director of Benchmark Electronics, Inc., a company engaged in providing electronic manufacturing services in the United States and internationally.
The full text of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 5.02 of this Current Report:
| 99.1 | National Oilwell Varco, Inc. press release dated February 27, 2014 announcing election of Clay Williams as President and Chief Executive Officer. |
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 27, 2014 | NATIONAL OILWELL VARCO, INC. | |||||
| /s/ Raymond W. Chang | ||||||
| Raymond W. Chang | ||||||
| Vice President | ||||||
Index to Exhibits
| 99.1 | National Oilwell Varco, Inc. press release dated February 27, 2014 announcing election of Clay Williams as President and Chief Executive Officer. |
EXHIBIT 99.1
| NEWS | Contact: Jeremy Thigpen | |||
| (713) 346-7301 |
FOR IMMEDIATE RELEASE
NATIONAL OILWELL VARCO ANNOUNCES ELECTION OF
CLAY WILLIAMS AS PRESIDENT & CHIEF EXECUTIVE OFFICER
HOUSTON, TX, February 27, 2014 — National Oilwell Varco, Inc. (NYSE: NOV) announced today that Clay C. Williams has been appointed President and Chief Executive Officer of the Company effective immediately.
The Company has previously announced that Merrill A. “Pete” Miller, Jr. would step down as Chairman and Chief Executive Officer contemporaneous with the completion of its announced plan to spin off its Distribution Business to its shareholders as an independent, publicly traded company. Mr. Miller elected to step down early as Chief Executive Officer, but will remain as Executive Chairman. Mr. Miller will step down as the Company’s Executive Chairman simultaneous with the completion of the spin off in order to become the Executive Chairman of that publicly traded distribution company.
Mr. Williams has served as a member of the Company’s Board of Directors since November 2013 and as the Company’s President and Chief Operating Officer since December 2012. He previously served as the Company’s Executive Vice President and Chief Financial Officer.
Pete Miller stated, “I elected to step down early as Chief Executive Officer in order to smooth the transition. I am confident that NOV has the right leadership for the future and I felt that it was important to let Clay and his team start as soon as possible. I look forward to working with Clay and the management team as the Company’s Executive Chairman.”
Clay Williams remarked that “Pete has built an incredible organization at National Oilwell Varco, one that has benefitted our customers, suppliers, employees and shareholders. He has been an inspiring leader for our team, and I look forward to building upon the traditions of diligence and excellence that have been created here.”
National Oilwell Varco is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations, the provision of oilfield services, and supply chain integration services to the upstream oil and gas industry.
EXHIBIT 99.1
Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by National Oilwell Varco with the Securities and Exchange Commission, including the Annual Report on Form 10-K, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.
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