8-K

Date: May 16, 2024

/s/ Brigitte M. Hunt

Brigitte M. Hunt

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): May 15, 2024

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 5.07 Submission of Matters to a Vote of Security Holders

On May 15, 2024, NOV 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 ten members to the Board of Directors;

2.	the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024; and

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

The following is a summary of the voting results for each matter presented to the Company’s stockholders:


1. Election of directors:	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Clay C. Williams		341,622,558		11,750,061		1,114,363		18,204,392
Greg L. Armstrong		342,819,276		10,543,573		1,124,133		18,204,392
Marcela E. Donadio		332,174,859		21,177,393		1,134,730		18,204,392
Ben A. Guill		342,348,954		11,019,301		1,118,727		18,204,392
David D. Harrison		343,106,695		10,262,456		1,117,831		18,204,392
Patricia Martinez		351,244,716		2,124,485		1,117,781		18,204,392
Eric L. Mattson		342,902,513		10,458,330		1,126,139		18,204,392
Patricia B. Melcher		351,229,011		2,123,800		1,134,171		18,204,392
William R. Thomas		345,989,110		7,378,440		1,119,432		18,204,392
Robert S. Welborn		346,453,561		6,914,632		1,118,789		18,204,392

The ten directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2025. There were no nominees to office other than the directors elected.


	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024		345,436,514		26,117,482		1,137,378		0


	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers		335,215,822		12,428,553		6,842,607		18,204,392

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.

SEC Form 8-K filed by NOV Inc.