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 20, 2025

 

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.)

 

10353 Richmond Ave. Houston, Texas		77042
(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		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 20, 2025, NOV Inc. (the “Company”) held its Annual Meeting of Stockholders at which 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 2025;

 

3.	the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

 

4.	the approval of an amendment and restatement of the NOV Inc. 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			329,020,588				8,961,243				128,738				17,458,454
Marcela E. Donadio			330,011,598				7,957,671				141,300				17,458,454
Ben A. Guill			326,222,703				11,770,992				116,874				17,458,454
David D. Harrison			327,040,981				10,954,734				114,854				17,458,454
Christian S. Kendall			336,737,357				1,259,474				113,738				17,458,454
Patricia Martinez			335,578,278				2,325,893				206,398				17,458,454
Patricia B. Melcher			335,812,308				2,179,395				118,866				17,458,454
William R. Thomas			334,297,625				3,696,403				116,541				17,458,454
Robert S. Welborn			331,742,922				6,251,560				116,087				17,458,454

The nine directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2025. 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 2024			334,043,015				21,357,894				168,114				0

 

		FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
3. Approval of the compensation of the Company’s named executive officers			321,782,502				9,993,088				6,334,979				17,458,454

 

		FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
4. Approval of an amendment and restatement of the NOV Inc. Long-Term Incentive Plan			328,371,943				9,531,778				206,848				17,458,454

Item 8.01 Other Events

On May 20, 2025, the Company’s Board of Directors (“Board”) declared a supplemental dividend of $0.21 per share as part of the Company’s 2024 return of capital plan. The supplemental dividend is payable on June 13, 2025 to each stockholder of record on June 2, 2025.

The Board also declared a regular quarterly dividend of $0.075 per share, payable on June 27, 2025 to each stockholder of record on June 13, 2025.

A copy of the press release issued by the Company on May 21, 2025 on these items is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1		NOV Declares Regular Quarterly Dividend and Supplemental Dividend
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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 22, 2025						NOV INC.
						/s/ Peter F. Vranderic
						Peter F. Vranderic
						Vice President