Current Report Filing (8-k)
February 09 2023 - 4:03PM
Edgar (US Regulatory)
false 0001439095 0001439095 2023-02-06 2023-02-06
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
Date of Report (Date of earliest event reported): February 6, 2023
MRC GLOBAL INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35479 |
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20-5956993 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
1301 McKinney Street, Suite 2300
Houston, Texas 77010
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (877) 294-7574
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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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 |
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MRC |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In February 2023, we granted the following named executive officers named in the table below performance stock units pursuant to the MRC Global Inc. Omnibus Incentive Plan, as amended, in addition to certain time-vested restricted stock units reported on Forms 4. Each recipient of performance stock units can earn shares of Company common stock between 0% and 200% of the target number of units based:
100% on relative total shareholder return performance (compared to the companies in the Van Eck Oilfield Services ETF (OIH) plus NOW Inc. and the Russell 2000 (Total Return) Index) in four performance periods (2023, 2024, 2025 and 2023 through 2025, collectively, the “Performance Period”) each equally weighted by 25%
The performance stock units vest at the end of the Performance Period so long as the recipient remains employed with the Company when the performance against the criteria is measured.
Below is the number of target performance stock units that the Company granted to each named executive officer:
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Name |
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Job Title |
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# of Performance Stock Units |
Saltiel, Robert J., Jr. |
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President & Chief Executive Officer |
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161,080 |
Youngblood, Kelly |
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Executive Vice President & Chief Financial Officer |
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57,472 |
Churay, Daniel J. |
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Executive Vice President – Corporate Affairs, General Counsel, Corporate Secretary |
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31,940 |
Bates, Grant R. |
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Senior Vice President - North American Operations & E-Commerce |
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19,401 |
Item 9.01 |
Financial Statements and Exhibits. |
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: February 9, 2023
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MRC GLOBAL INC. |
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By: |
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/s/ Daniel J. Churay |
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Daniel J. Churay |
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Executive Vice President – Corporate Affairs, General Counsel & Corporate Secretary |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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10.1 |
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Form of Performance Share Unit Award Agreement |
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104 |
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Cover Page Interactive Data File – the cover page XBRL tags from this Current Report on Form 8-K are embedded within the Inline XBRL document. |
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