UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 15, 2017
NATIONAL OILWELL VARCO, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12317 | 76-0475815 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. 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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On September 15, 2017, the Board of Directors (the “Board”) of National Oilwell Varco, Inc. (the “Company”) elected Melody B. Meyer as a member of the Board, effective September 15, 2017. Ms. Meyer will serve on the Board’s Nominating/Corporate Governance Committee and Compensation Committee. Ms. Meyer will receive compensation for her 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. Ms. Meyer, age 60, is the former President of Chevron Asia Pacific Exploration and Production. Ms. Meyer received a Bachelor of Science in Mechanical Engineering from Trinity University in 1979.
On September 15, 2017, the Company announced the election of Ms. Meyer to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.
| 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 September 15, 2017 announcing the appointment of Melody B. Meyer. | |
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: September 15, 2017 | NATIONAL OILWELL VARCO, INC. | |||||
| /s/ Brigitte M. Hunt | ||||||
| Brigitte M. Hunt | ||||||
| Vice President | ||||||
Exhibit 99.1
NEWS
Contact: Loren Singletary
(713) 346-7807
FOR IMMEDIATE RELEASE
NATIONAL OILWELL VARCO ANNOUNCES APPOINTMENT
OF MELODY B. MEYER TO THE BOARD OF DIRECTORS
HOUSTON, TX, September 15, 2017 — National Oilwell Varco, Inc. (NYSE: NOV) announced today that Melody B. Meyer has been appointed to the Company’s Board of Directors effective September 15, 2017.
Clay C. Williams, Chairman, President, and Chief Executive Officer, said “I am very pleased to welcome Melody to our Board. She brings a wealth of operational and strategic planning experience with a global perspective from her long career in the oil and gas industry. The entire Board looks forward to working with her.”
Ms. Meyer was with Chevron for over 37 years and held various positions of increasing responsibility, including managing domestic and international operations, managing strategy and planning and leading new technology development for the organization. Ms. Meyer was the President of Chevron Asia Pacific Exploration and Production from 2011 until her retirement in 2016. Prior to that, Ms. Meyer served as the President of the Chevron Energy Technology Company from 2008 to 2011 and the Vice President of Chevron’s Gulf of Mexico business unit from 2004 to 2008. Ms. Meyer received a Bachelor of Science in Mechanical Engineering from Trinity University in 1979. Additionally, Ms. Meyer attended the Dartmouth Tuck Executive Education Program in 1997.
With the appointment of Ms. Meyer, the Company’s Board of Directors is now comprised of nine Directors, eight of whom are external and independent.
About NOV
National Oilwell Varco (NYSE: NOV) is a leading provider of technology, equipment, and services to the global oil and gas industry. NOV has been pioneering innovations that improve the cost-effectiveness, efficiency, safety, and environmental impact of oil and gas operations since 1862. The depth and breadth of NOV’s offerings support customers’ full-field, drilling, completion, and production needs. NOV powers the industry that powers the world. Visit www.nov.com for more information.