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
April 22, 2015 (April 21, 2015)
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 April 21, 2015, National Oilwell Varco, Inc. (the “Company”) issued a press release announcing the resignation of Jeremy D. Thigpen, its Senior Vice President and Chief Financial Officer, with effect from April 21, 2015, in order to become Chief Executive Officer of Transocean Ltd. Additionally, effective April 21, 2015, Mr. Scott K. Duff, the Company’s current Vice President, Corporate Controller and Chief Accounting Officer, has been selected to serve as the Company’s Interim Chief Financial Officer until a permanent replacement is named. Mr. Duff will continue to serve as Vice President, Corporate Controller and Chief Accounting Officer during this interim period.
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 21, 2015 |
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 22, 2015 | NATIONAL OILWELL VARCO, INC. | |||
| /s/ Brigitte Hunt | ||||
| Brigitte Hunt | ||||
| Vice President | ||||
Index to Exhibits
| 99.1 | National Oilwell Varco, Inc. press release dated April 21, 2015 |
Exhibit 99.1
| NEWS | Contact: Loren Singletary | |||
| (713) 346-7807 |
FOR IMMEDIATE RELEASE
JEREMY D. THIGPEN LEAVING NOV TO BECOME CHIEF EXECUTIVE OFFICER AT TRANSOCEAN; SCOTT K. DUFF NAMED AS INTERIM CHIEF FINANCIAL OFFICER
HOUSTON, TX, April 21, 2015 – National Oilwell Varco, Inc. (NYSE: NOV) today announced that Jeremy D. Thigpen has informed the Company of his resignation as Senior Vice President and Chief Financial Officer, in order to become Chief Executive Officer of Transocean, one of NOV’s largest customers. Scott K. Duff, NOV’s Vice President and Chief Accounting Officer has been named as Interim Chief Financial Officer, effective immediately.
Mr. Thigpen has been serving as the Company’s Chief Financial Officer since 2012, and is resigning to become Chief Executive Officer of Transocean. Mr. Thigpen has served as the Company’s President – Downhole Pumping and Solutions from 2007 to 2012. Prior to that, Mr. Thigpen was the President of the Company’s Downhole Tools group from 2003 until 2007. Mr. Thigpen has been with National Oilwell Varco for 18 years, holding various positions during his career.
Clay Williams, Chairman, President and CEO of National Oilwell Varco, remarked, “In his 18 years with NOV, it has been a pleasure to work with Jeremy both as CFO and for many years before that. Jeremy has always performed at the highest level and been a great credit to National Oilwell Varco. We are disappointed to lose Jeremy and his contributions to NOV’s success. We are excited that Jeremy will be leading a great company and longstanding NOV customer at Transocean Ltd., and we look forward to continuing our relationship with him in his new role.”
National Oilwell Varco will conduct a search to identify a new Chief Financial Officer. In the interim period, Scott Duff will continue as Chief Accounting Officer and has stepped in to serve as Chief Financial Officer until the search is completed. Mr. Duff holds a BBA in Accounting from the University of Texas at San Antonio and is a Certified Public Accountant. He held accounting positions at KPMG, Ernst & Young, and SBC before joining National-Oilwell in 2004. Mr. Duff has served as National Oilwell Varco’s Vice President and Chief Accounting Officer since 2014 and had previously served as the Company’s Vice President of Internal Audit since 2005.
Greg L. Armstrong, Lead Director for NOV’s Board of Directors commented, “Jeremy Thigpen has been a tremendous contributor to the NOV team for many years. We appreciate his service and believe he will continue to have great success at Transocean. The Board has worked with Scott Duff during his more than 10 years at the Company and we have great confidence that he will serve very capably as interim CFO.”
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, and the provision of oilfield 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 the 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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