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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2023




(Exact Name of Registrant as Specified in Charter)




Delaware   1-12317   76-0475815

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

10353 Richmond Ave.

Houston, Texas

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code 346-223-3000

(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




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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On April 14, 2023, Mr. James T. Hackett, a member of the Board of Directors (the “Board”) of NOV Inc. (the “Company”) since 2016 and the Board’s current independent Lead Director, notified the Board of his decision to resign from the Board, effective as of April 16, 2023. Mr. Hackett’s resignation from the Board is solely to avoid a potential conflict of interest with another professional opportunity he is pursuing and is not the result of any disagreement with the Company’s operations, policies or procedures. As previously disclosed in the Company’s 2023 Proxy Statement filed on April 6, 2023, Mr. Hackett’s term of office was anticipated to cease at the Company’s 2023 Annual Meeting of Stockholders on May 17, 2023, absent his earlier death, resignation, or removal. The Board appointed Mr. Greg L. Armstrong, a current member of the Board, to serve as the Board’s independent Lead Director, effective as of April 16, 2023.

The Company thanks Mr. Hackett for his service and wishes him well in his future endeavors.


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 17, 2023     NOV INC.

/s/ Brigitte M. Hunt

      Brigitte M. Hunt
      Vice President