Form 8-K - Current report

Date: December 16, 2024

/s/ Peter F. Vranderic

Peter F. Vranderic

Vice President

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): December 15, 2024

(Exact Name of Registrant as Specified in Charter)

NOV 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.)

10353 Richmond Ave.

Houston, Texas

77042

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code 346-223-3000

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

NOV

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.

Election of Director

On December 15, 2024, the Board of Directors (the “Board”) of NOV Inc. (the “Company”) appointed Christian S. Kendall as a director of the Company, with a term of office expiring at the next annual meeting of stockholders. Mr. Kendall will serve on the Board’s Audit Committee. As compensation for his service on the Board, Mr. Kendall will receive the Company’s standard compensation for non-employee directors, which is described under the heading “Director Compensation” in the Company’s definitive proxy statement relating to the Company’s annual meeting of stockholders in 2024, filed with the Securities and Exchange Commission on April 4, 2024, as such compensation may be updated from time to time. In addition, there are no transactions in which Mr. Kendall has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Kendall, age 58, currently serves as a director of California Resources Corporation, chair of its Nominating & Corporate Governance Committee, and member of its Audit Committee. He also serves as a director of Carbon TerraVault, a subsidiary of California Resources Corporation.

Mr. Kendall has more than 30 years of experience in the global oil and gas industry, including as a director, President, and Chief Executive Officer of Denbury Inc. prior to its acquisition by Exxon Mobil Corporation in November 2023. Mr. Kendall received a Bachelor of Science in Engineering, Civil Specialty from the Colorado School of Mines and graduated from Harvard Business School’s Advanced Management Program.

With the appointment of Mr. Kendall, the Board is now composed of eleven directors, ten of whom are independent members.

On December 16, 2024, the Company announced the appointment of Mr. Kendall to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibit is provided as part of the information furnished under Item 5.02 of this Current Report:


99.1		NOV Inc. press release dated December 16, 2024 announcing the appointment of Christian S. Kendall.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

LOGO


NEWS		Contact: Amie D’Ambrosio (713) 375-3826

FOR IMMEDIATE RELEASE

NOV Appoints Chris Kendall to the Board of Directors

HOUSTON, TX, December 16, 2024 – NOV Inc. (NYSE: NOV) announced today that Chris Kendall has been appointed to the Company’s Board of Directors, effective December 15, 2024.

“We are pleased to welcome Chris Kendall to our board of directors,” said Clay Williams, Chairman, President, and Chief Executive Officer. “Chris brings extensive experience in international, offshore, and domestic upstream oilfield operations to NOV’s board. He has a strong and proven record of accomplishments and technical expertise that includes carbon capture and enhanced oil recovery. We look forward to leveraging Chris’ expertise to further advance our strategy and create value for NOV’s shareholders.”

Mr. Kendall has more than 30 years of experience in the global oil and gas industry, including as a director, President, and Chief Executive Officer of Denbury Inc. prior to its acquisition by Exxon Mobil Corporation in November 2023. Prior to joining Denbury, Mr. Kendall was with Noble Energy, serving as the Senior Vice President, Global Operations Services. During his 14-year tenure at Noble Energy, Mr. Kendall held several international and domestic leadership roles, primarily in the Eastern Mediterranean, Latin America, and the Gulf of Mexico regions.

Mr. Kendall began his energy career at Mobil Corporation in 1989. He received a Bachelor of Science in Engineering, Civil Specialty from the Colorado School of Mines and graduated from Harvard Business School’s Advanced Management Program. Mr. Kendall currently serves as a director of California Resources Corporation, chair of its Nominating & Corporate Governance Committee, and member of its Audit Committee. He also serves as a director of Carbon TerraVault, a subsidiary of California Resources Corporation. Mr. Kendall will serve on NOV Inc.’s Audit Committee upon his appointment to the board.

With the appointment of Mr. Kendall, NOV Inc.’s board of directors is now composed of eleven directors, ten of whom are independent members.

About NOV

NOV delivers technology-driven solutions to empower the global energy industry. For more than 150 years, NOV has pioneered innovations that enable its customers to safely produce abundant energy while minimizing environmental impact. The energy industry depends on NOV’s deep expertise and technology to continually improve oilfield operations and assist in efforts to advance the energy transition towards a more sustainable future. NOV powers the industry that powers the world.

Visit www.nov.com for more information.

Source: NOV Inc.

CONTACT:

Amie D’Ambrosio

Director, Investor Relations

(713) 375-3826

amie.dambrosio@nov.com

Document and Entity Information	Dec. 15, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001021860
Document Type	8-K
Document Period End Date	Dec. 15, 2024
Entity Registrant Name	NOV INC.
Entity Incorporation State Country Code	DE
Entity File Number	1-12317
Entity Tax Identification Number	76-0475815
Entity Address, Address Line One	10353 Richmond Ave.
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	346
Local Phone Number	223-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	NOV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false