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National-Oilwell Varco 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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 17, 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 5.07 Submission of Matters to a Vote of Security Holders

On May 17, 2017, 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 eight members to the Board of Directors;

 

2. the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2017;

 

3. the approval, on an advisory basis, of the compensation of our named executive officers;

 

4. the frequency for the advisory vote on named executive officer compensation to be conducted on an annual basis; and

 

5. the proxy access proposal submitted by a stockholder.

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

     290,446,913        9,305,529        1,686,420        29,688,921  

Greg L. Armstrong

     299,003,574        2,271,736        163,552        29,688,921  

Marcela E. Donadio

     296,432,360        4,665,234        341,268        29,688,921  

Ben A. Guill

     295,827,662        5,443,939        167,261        29,688,921  

James T. Hackett

     283,271,431        17,980,635        186,796        29,688,921  

David D. Harrison

     295,317,942        5,959,337        161,583        29,688,921  

Eric L. Mattson

     296,872,176        4,405,079        161,607        29,688,921  

William R. Thomas

     297,850,193        3,241,678        346,991        29,688,921  

The eight directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2017. 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 2017

     320,790,718        9,437,062        900,003        0  
     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
 

3. Approval of the compensation of the Company’s named executive officers

     291,863,051        8,687,007        888,804        29,688,921  
     ONE YEAR      TWO YEARS      THREE
YEARS
     ABSTAIN  

4. Frequency for the advisory vote on the Company’s named executive officer compensation

     284,315,912        745,193        16,017,098        360,659  
The stockholders approved the advisory vote on named executive officer compensation to be conducted on an annual basis. Based on the vote, the Company intends to hold a say on pay vote every year.  
     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
 

5. Approval of the stockholder proposal regarding proxy access

     296,143,133        4,906,106        389,623        29,688,921  


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 17, 2017     NATIONAL OILWELL VARCO, INC.
    /s/ Brigitte M. Hunt
    Brigitte M. Hunt
    Vice President
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