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): May 25, 2022 (May 24, 2022)

 

NOV 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 713-341-4802

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NOV		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders

On May 24, 2022, NOV 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 ten members to the Board of Directors;

 

2.	the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2022;

 

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 NON- VOTES
Clay C. Williams		330,921,090		11,309,163		116,120		16,981,883
Greg L. Armstrong		333,447,076		8,761,242		138,055		16,981,883
Marcela E. Donadio		317,762,411		24,440,016		143,946		16,981,883
Ben A. Guill		330,508,558		11,672,088		165,727		16,981,883
James T. Hackett		335,554,698		6,651,565		140,110		16,981,883
David D. Harrison		327,741,789		14,464,169		140,415		16,981,883
Eric L. Mattson		308,730,084		25,343,193		8,273,096		16,981,883
Melody B. Meyer		333,026,194		9,198,439		121,740		16,981,883
William R. Thomas		335,518,601		6,686,781		140,991		16,981,883
Robert S. Welborn		336,493,090		5,715,791		137,492		16,981,883

The ten directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2023. 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 2022		338,870,750		20,317,093		140,413		0

 

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
3. Approval of the compensation of the Company’s named executive officers		336,426,540		5,600,329		319,504		16,981,883

 

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
4. Approval of amendments to the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan		319,112,202		22,971,178		262,993		16,981,883

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 25, 2022						NOV INC.
						/s/ Brigitte M. Hunt
						Brigitte M. Hunt
						Vice President