UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 20, 2020, National Oilwell Varco, Inc. (the “Company”) held its Annual Meeting of Stockholders where the following matters were voted upon and approved by the Company’s stockholders:
1. the election of nine members to the Board of Directors;
2. the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2020;
3. the approval, on an advisory basis, of the compensation of our named executive officers; and
4. the approval of amendments to the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan.
The following is a summary of the voting results for each matter presented to the Company’s stockholders:
| 1. Election of directors: |
FOR |
AGAINST |
ABSTAIN |
BROKER |
||||||||||||
| Clay C. Williams |
316,234,205 |
16,660,852 |
647,195 |
18,429,312 |
||||||||||||
| Greg L. Armstrong |
320,175,757 |
13,226,510 |
139,985 |
18,429,312 |
||||||||||||
| Marcela E. Donadio |
327,126,329 |
6,246,958 |
168,965 |
18,429,312 |
||||||||||||
| Ben A. Guill |
311,364,123 |
22,010,842 |
167,287 |
18,429,312 |
||||||||||||
| James T. Hackett |
300,039,545 |
33,351,470 |
151,237 |
18,429,312 |
||||||||||||
| David D. Harrison |
315,219,980 |
18,184,512 |
137,760 |
18,429,312 |
||||||||||||
| Eric L. Mattson |
293,102,818 |
40,290,597 |
148,837 |
18,429,312 |
||||||||||||
| Melody B. Meyer |
327,238,916 |
6,137,907 |
165,429 |
18,429,312 |
||||||||||||
| William R. Thomas |
329,978,517 |
3,410,586 |
153,149 |
18,429,312 |
||||||||||||
The nine directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2021. There were no nominees to office other than the directors elected.
| For |
Against |
Abstain |
BROKER NON-Votes |
|||||||||||||
| 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2020 |
337,884,146 |
12,787,588 |
1,299,830 |
0 |
||||||||||||
| For |
Against |
Abstain |
BROKER NON-Votes |
|||||||||||||
| 3. Approval of the compensation of the Company’s named executive officers |
315,785,356 |
17,453,437 |
303,459 |
18,429,312 |
||||||||||||
| For |
Against |
Abstain |
BROKER NON-Votes |
|||||||||||||
| 4. Approval of amendments to the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan |
305,243,579 |
26,972,923 |
1,325,750 |
18,429,312 |
||||||||||||
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: May 21, 2020 |
NATIONAL OILWELL VARCO, INC. | |||||
| /s/ Brigitte M. Hunt | ||||||
| Brigitte M. Hunt Vice President |