UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
October 14, 2005 (October 12, 2005)
Date of Report (Date of earliest event reported)
NATIONAL
OILWELL VARCO, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12317
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76-0475815 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 10000 Richmond Avenue |
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| Houston, Texas
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77042 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Stock Option Grant and Restricted Stock Award. On October 12, 2005, the Compensation Committee of
the Board of Directors of National Oilwell Varco, Inc. (the “Company”) approved a grant of stock
options and restricted stock award pursuant to the National Oilwell Varco, Inc. Long-Term Incentive
Plan to Merrill A. Miller, Jr., the Company’s Chairman, President and Chief Executive Officer, as
follows: (1) stock option to acquire 64,000 shares of National Oilwell Varco, Inc. Common Stock,
and (2) 36,000 shares of restricted National Oilwell Varco, Inc. Common Stock, respectively.
The stock options have an exercise price equal to the fair market value of a share of National
Oilwell Varco, Inc. Common Stock on the date of grant. The stock option has a term of ten years
from the date of grant and vest in three equal annual installments beginning one year from the date
of grant. A form of the stock option grant agreement is attached as an Exhibit to this Current
Report on Form 8-K and is incorporated by reference herein.
The restricted stock award shall vest on the third anniversary of the date of grant. A form of the
restricted stock award agreement is attached as an Exhibit to this Current Report on Form 8-K and
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are being filed herewith:
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Form of Nonqualified Stock Option Agreement. |
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Form of Restricted Stock Award Agreement. |