Current Report Filing (8-k)
August 11 2017 - 5:03PM
Edgar (US Regulatory)
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): August 11, 2017
NATIONAL OILWELL VARCO, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-12317
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76-0475815
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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7909 Parkwood Circle Dr.
Houston, Texas
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77036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communication pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On and effective
August 11, 2017, the Board of Directors (the Board) of National Oilwell Varco, Inc. (the Company) amended and restated the Companys Amended and Restated Bylaws (the Bylaws) to implement proxy access,
which allows eligible stockholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates, subject to the terms and conditions of the amended Bylaws. The Board implemented these amendments
following a majority stockholder vote on a proxy access stockholder proposal (which was supported by the Board) at the Companys 2017 Annual Meeting of Stockholders on May 17, 2017. The proxy access process under the Bylaws will first be
available to stockholders in connection with our 2018 annual meeting of stockholders.
Pursuant to these amendments, a stockholder, or a group of up to 20
stockholders (collectively, an eligible stockholder), owning at least three percent of the Companys outstanding stock continuously for at least three years may nominate and include in the Companys annual meeting proxy
materials director nominees constituting up to two directors or 25% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.
To use these proxy access provisions, an eligible stockholder must, among other requirements, provide the Company with a notice requesting the inclusion of
the director nominee (the director nominee) in our proxy materials and other required information not less than 120 days nor more than 150 days prior to the first anniversary of the date on which we first mailed our proxy materials for
the preceding years annual meeting of stockholders. In addition, an eligible stockholder may include a written statement of no more than 500 words supporting the candidacy of such director nominee. All director nominees submitted through these
provisions must be independent and meet specified additional criteria.
The above-described proxy access provisions are subject to additional eligibility,
procedural and disclosure requirements set forth in in Article II, Section 10 of the
By-laws
and to additional amendments related to disclosure and advance notice requirements in Article II,
Section 9 of the Bylaws. Additional amendments include revision of the procedure for calling a special meeting (Article II, Section 4) and revision of the procedure for properly bringing other business before any annual or special meeting
of stockholders (Article II, Section 8). The Bylaws amendments also include various other wording changes and clarifications.
The foregoing
description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Companys amended and restated Bylaws, which are filed as Exhibit 3.1 to this Form
8-K
and are incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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3.1
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Amended and Restated Bylaws of National Oilwell Varco, Inc.
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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.
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Date: August 11, 2017
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NATIONAL OILWELL VARCO, INC.
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/s/ Brigitte M. Hunt
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Brigitte M. Hunt
Vice
President
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INDEX TO EXHIBITS
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Exhibit
No
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Description
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3.1
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Amended and Restated Bylaws of National Oilwell Varco, Inc.
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