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
November 3, 2015 (November 2, 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.
Departure of Director
On November 3, 2015 National Oilwell Varco, Inc. (the “Company”) issued a press release announcing the resignation of Robert E. Beauchamp from the Company’s Board of Directors (the “Board”), effective November 2, 2015.
Election of Director
On November 3, 2015, the Company also announced the appointment of William R. Thomas to its Board of Directors, effective November 2, 2015. Mr. Thomas will serve on the Board’s Audit Committee and Compensation Committee. Mr. Thomas will receive compensation for his services as a director consistent with that provided to the Company’s other non-employee directors, as previously disclosed in the Company’s annual proxy statement. Mr. Thomas, age 62, has been serving as the Chairman and CEO of EOG Resources, Inc. since January 2014 and has been with EOG Resources, Inc. and its predecessor companies since 1979. Mr. Thomas received a Bachelor of Science degree in Geology from Texas A&M University in 1975.
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 November 3, 2015 announcing the resignation of Robert E. Beauchamp and the appointment of William R. Thomas. |
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: November 3, 2015 | NATIONAL OILWELL VARCO, INC. | |||||
| /s/ Brigitte Hunt | ||||||
| Brigitte Hunt | ||||||
| Vice President | ||||||
Index to Exhibits
| 99.1 | National Oilwell Varco, Inc. press release dated November 3, 2015 announcing the resignation of Robert E. Beauchamp and the appointment of William R. Thomas. |
Exhibit 99.1
| NEWS | Contact: Jose Bayardo (713) 375-3700 |
FOR IMMEDIATE RELEASE
NATIONAL OILWELL VARCO ANNOUNCES RESIGNATION OF ROBERT E. BEAUCHAMP;
APPOINTMENT OF WILLIAM R. THOMAS TO THE BOARD OF DIRECTORS
HOUSTON, TX, November 3, 2015 — National Oilwell Varco, Inc. (NYSE: NOV) announced today that Robert E. Beauchamp has resigned from the company’s board of directors effective November 2, 2015.
Clay C. Williams, Chairman, President and CEO of National Oilwell Varco, Inc. remarked, “It has been a pleasure working with Bob over the past ten years. On behalf of the entire board, I would like to sincerely thank Bob for his dedication and contributions to NOV. His business acumen and insights have been extremely valuable to our board. We wish Bob the very best in his future endeavors.”
The company also announced today that William R. Thomas has been appointed to the company’s board of directors effective November 2, 2015.
Mr. Williams remarked, “I am very pleased to welcome Bill Thomas to our board of directors. He brings immense knowledge to NOV as a director and leader in the oil and gas industry, and we look forward to drawing on his extensive expertise of the North American energy market.”
Mr. Thomas has been serving as the Chairman and CEO of EOG Resources, Inc. since January 2014. Prior to that, he served as President and CEO from July 2013 through December 2013 and as President from September 2011 to July 2013. Mr. Thomas previously held other leadership positions at EOG Resources, Inc., including Senior Executive Vice President, Exploitation and Senior Executive Vice President, Exploration. Mr. Thomas has been with EOG Resources, Inc. and its predecessor companies since 1979. Mr. Thomas received a Bachelor of Science degree in Geology from Texas A&M University in 1975.
With the appointment of Mr. Thomas, the company’s board of directors is now comprised of eight directors, seven of whom are external and independent.
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.
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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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