UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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)  i May 19, 2021

 

 i NOW INC.

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 001-36325		i 46-4191184
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 7402 North Eldridge Parkway  i Houston,  i Texas		i 77041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i 281- i 823-4700

 

(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:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.01		i DNOW		i 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   i ☐

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 19, 2021, NOW 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 four members to the Board of Directors;

2.    the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2021;

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

4.    the frequency for the advisory vote on named executive officer compensation to be conducted on an annual basis.

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
Terry Bonno			94,377,969				1,213,310				57,395				5,501,079
David Cherechinsky			94,478,987				1,114,849				54,838				5,501,079
Galen Cobb			94,345,014				1,246,920				56,740				5,501,079
James Crandell			69,961,127				25,630,609				56,938				5,501,079

The four directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2022. 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 2021			99,895,970				1,229,815				23,968				0

 

		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers			91,207,512				4,360,233				80,929				5,501,079

 

		ONE YEAR				TWO YEARS				THREE YEARS				ABSTAIN
4. Frequency for the advisory vote on the Company’s named executive officer compensation			88,302,392				23,793				6,360,367				962,122

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: May 19, 2021						NOW INC.
						/s/ Raymond W. Chang
						Raymond W. Chang Vice President & General Counsel