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
Date of Report (Date of earliest event reported) April 9, 2014 (April 8, 2014)
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 April 9, 2014, National Oilwell Varco, Inc. (the “Company”) issued a press release announcing the appointment of Marcela E. Donadio, to the Board of Directors of the Company, with effect from April 8, 2014. Donadio has over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry. Ms. Donadio was Americas Oil & Gas Sector Leader of Ernst & Young LLP, from which she retired in March 2014.
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 April 9, 2014 announcing appointment of a new director. | |
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: April 9, 2014 | NATIONAL OILWELL VARCO, INC. | |||
| /s/ Brigitte Hunt | ||||
| Brigitte Hunt | ||||
| Vice President | ||||
Index to Exhibits
| 99.1 | National Oilwell Varco, Inc. press release dated April 9, 2014 announcing appointment of a new director. | |
Exhibit 99.1
| NEWS | Contact: Jeremy Thigpen | |
| (713) 346-7301 |
FOR IMMEDIATE RELEASE
NATIONAL OILWELL VARCO ANNOUNCES
APPOINTMENT OF NEW DIRECTOR AND SPIN UPDATE
HOUSTON, TX, April 9, 2014 — National Oilwell Varco, Inc. (NYSE: NOV). National Oilwell Varco announced today that Marcela E. Donadio has been appointed to the National Oilwell Varco Board of Directors effective April 8, 2014.
Clay Williams, National Oilwell Varco’s President and Chief Executive Officer, remarked that “I am delighted to welcome Marcela to our board. She brings excellent hands-on auditing and accounting experience from her long career, and the entire board looks forward to working with her.”
Ms. Donadio has over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry. Ms. Donadio was Americas Oil & Gas Sector Leader of Ernst & Young LLP, from which she retired in March 2014. Ms. Donadio joined Ernst & Young in 1976, serving since 1989 as audit partner for multiple companies in the oil and gas industry. She held various energy industry leadership positions until being named Americas Oil & Gas Sector Leader in 2007. In that role she was responsible for one of the firm’s most significant industry groups in the US and throughout the Americas. Ms. Donadio earned a Bachelor of Science degree in Accounting from Louisiana State University and is a licensed certified public accountant in the State of Texas.
With the appointment of Ms. Donadio, National Oilwell Varco’s board is now comprised of ten directors, eight of whom are external and independent.
NOV also announced that NOW Inc. has filed its amended Form 10 with the Securities and Exchange Commission. Copies of the document are available on the NOV website. The company anticipates the spin will be completed in the second quarter of 2014.
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.
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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