Edgar Filing: NATIONAL OILWELL VARCO INC

Date: May 11, 2018

NATIONAL OILWELL VARCO, INC.

/s/ Brigitte M. Hunt

Brigitte M. Hunt

Vice President

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 11, 2018

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 11, 2018, 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 2018;

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

4. the approval of 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:


							BROKER
1. Election of directors:	FOR		AGAINST		ABSTAIN		NON-VOTES
Clay C. Williams		303,923,953		8,735,065		128,766		26,701,456
Greg L. Armstrong		308,594,043		4,028,377		165,364		26,701,456
Marcela E. Donadio		311,118,416		1,450,321		219,047		26,701,456
Ben A. Guill		306,281,289		6,338,132		168,363		26,701,456
James T. Hackett		295,010,981		17,556,196		220,607		26,701,456
David D. Harrison		307,818,353		4,804,113		165,318		26,701,456
Eric L. Mattson		306,935,101		5,673,948		178,735		26,701,456
Melody B. Meyer		311,398,775		1,247,449		141,560		26,701,456
William R. Thomas		311,245,045		1,299,089		243,650		26,701,456

The nine directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2019. There were no nominees to office other than the directors elected.


							BROKER
	FOR		AGAINST		ABSTAIN		NON-VOTES
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2018		331,681,449		7,428,599		379,192		0


							BROKER
	FOR		AGAINST		ABSTAIN		NON-VOTES
3. Approval of the compensation of the Company’s named executive officers		301,220,630		11,158,578		408,576		26,701,456

							BROKER
	FOR		AGAINST		ABSTAIN		NON-VOTES
4. Approval of the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan		279,031,957		33,519,899		235,928		26,701,456

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.