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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Dril-Quip Inc. 10-K 12/31/23 120:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.12M
2: EX-19.1 Report Furnished to Security Holders HTML 87K
3: EX-21.1 Subsidiaries List HTML 40K
4: EX-23.1 Consent of Expert or Counsel HTML 33K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 40K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
11: R1 Document and Entity Information HTML 109K
12: R2 Consolidated Statements of Income (Loss) HTML 129K
13: R3 Consolidated Statements of Comprehensive Income HTML 54K
(Loss)
14: R4 Consolidated Balance Sheets HTML 162K
15: R5 Consolidated Balance Sheets (Parenthetical) HTML 51K
16: R6 Consolidated Statements of Cash Flows HTML 113K
17: R7 Consolidated Statements of Stockholders' Equity HTML 70K
18: R8 Consolidated Statements of Stockholders' Equity HTML 36K
(Parenthetical)
19: R9 Pay vs Performance Disclosure HTML 46K
20: R10 Insider Trading Arrangements HTML 40K
21: R11 Organization HTML 45K
22: R12 Significant Accounting Policies HTML 87K
23: R13 Business Acquisitions HTML 91K
24: R14 Fair Value Measurements HTML 95K
25: R15 Revision to Previously Reported Financial HTML 144K
Information
26: R16 Revenue Recognition HTML 108K
27: R17 Inventories HTML 49K
28: R18 Assets Held For Sale HTML 39K
29: R19 Restructuring and Other Charges HTML 73K
30: R20 Property, Plant and Equipment, net HTML 70K
31: R21 Goodwill and Intangible Assets HTML 114K
32: R22 Leases and Lease Commitments HTML 164K
33: R23 Business Segments HTML 160K
34: R24 Income Tax HTML 246K
35: R25 Other Accrued Liabilities HTML 60K
36: R26 Employee Benefit Plans HTML 39K
37: R27 Contingencies HTML 40K
38: R28 Stock Repurchase Plan HTML 39K
39: R29 Stock-Based Compensation and Stock Awards HTML 128K
40: R30 Earnings Per Share HTML 81K
41: R31 Subsequent Events HTML 36K
42: R32 Schedule II?Valuation and Qualifying Accounts HTML 56K
43: R33 Significant Accounting Policies (Policies) HTML 136K
44: R34 Business Acquisitions (Tables) HTML 86K
45: R35 Fair Value Measurements (Tables) HTML 94K
46: R36 Revision to Previously Reported Financial HTML 133K
Information (Tables)
47: R37 Revenue Recognition (Tables) HTML 100K
48: R38 Inventories (Tables) HTML 50K
49: R39 Restructuring and Other Charges (Tables) HTML 92K
50: R40 Property, Plant and Equipment, net (Tables) HTML 66K
51: R41 Goodwill and Intangible Assets (Tables) HTML 114K
52: R42 Leases and Lease Commitments (Tables) HTML 166K
53: R43 Business Segments (Tables) HTML 141K
54: R44 Income Tax (Tables) HTML 239K
55: R45 Other Accrued Liabilities (Tables) HTML 59K
56: R46 Stock-Based Compensation and Stock Awards (Tables) HTML 115K
57: R47 Earnings Per Share (Tables) HTML 82K
58: R48 Organization - Additional Information (Details) HTML 51K
59: R49 Significant Accounting Policies - Additional HTML 79K
Information (Details)
60: R50 Business Acquisitions - Additional Information HTML 74K
(Details)
61: R51 Business Acquisitions - Pro Forma Consolidated HTML 40K
Results of Operations (Details)
62: R52 Business Acquisitions - Summary of Consideration HTML 43K
Transferred to Acquire Great North (Details)
63: R53 Business Acquisitions - Purchase Price Allocation HTML 82K
(Details)
64: R54 Business Acquisitions - Purchase Price Allocation HTML 46K
(Parenthetical) (Details)
65: R55 Fair Value Measurements - Additional Information HTML 40K
(Details)
66: R56 Fair Value Measurements - Schedule of Company's HTML 46K
Contingent Consideration Measured at Fair Value
(Details)
67: R57 Fair Value Measurements - Summary of HTML 46K
Reconciliation of Changes in the Fair Value of the
Company's Earn-out Liabilities (Details)
68: R58 Revision to Previously Reported Financial HTML 71K
Information - Balance Sheet (Details)
69: R59 Revision to Previously Reported Financial HTML 90K
Information - Statement of Income (Loss) (Details)
70: R60 Revision to Previously Reported Financial HTML 42K
Information - Additional Information (Details)
71: R61 Revenue Recognition - Revenues From Contracts With HTML 66K
Customers (Details)
72: R62 Revenue Recognition - Contract Asset and Liability HTML 51K
(Details)
73: R63 Revenue Recognition - Additional Information HTML 43K
(Details)
74: R64 Revenue Recognition - Additional Information HTML 42K
(Details 1)
75: R65 Inventories - Schedule of Inventories (Details) HTML 42K
76: R66 Assets Held For Sale (Details) HTML 52K
77: R67 Restructuring and Other Charges - Additional HTML 64K
information (Details)
78: R68 Restructuring and Other Charges - Schedule of HTML 44K
Impairment, Restructuring and Other Charges
(Details)
79: R69 Restructuring and Other Charges - Schedule of HTML 46K
Accrued Liabilities Related to Restructuring and
Others Charges (Details)
80: R70 Property, Plant and Equipment, net - Schedule of HTML 65K
Property, Plant and Equipment (Details)
81: R71 Property, Plant and Equipment, net - Additional HTML 36K
Information (Details)
82: R72 Goodwill and Intangible Assets - Summary of HTML 45K
Changes in Goodwill (Details)
83: R73 Goodwill and Intangible Assets - Schedule of HTML 66K
Intangible Assets (Details)
84: R74 Goodwill and Intangible Assets - Additional HTML 48K
Information (Details)
85: R75 Leases and Lease Commitments - Additional HTML 38K
Information (Details)
86: R76 Leases and Lease Commitments - Schedule of HTML 59K
Classification of Leases (Details)
87: R77 Leases and Lease Commitments - Schedule of Lease HTML 49K
Costs (Details)
88: R78 Leases and Lease Commitments - Schedule of HTML 91K
Maturity of Lease Obligations (Details)
89: R79 Leases and Lease Commitments - Schedule of Lease HTML 43K
Term and Discount Rate for Operating and Finance
Leases (Details)
90: R80 Leases and Lease Commitments - Schedule of Other HTML 40K
Information Pertaining to Lease Obligations
(Details)
91: R81 Business Segments - Additional Information HTML 88K
(Details)
92: R82 Business Segments - Schedule of Segment Reporting HTML 68K
(Details)
93: R83 Business Segments - Schedule of Assets by HTML 59K
Geographic Region (Details)
94: R84 Income Tax - Schedule of Income (Loss) Before HTML 43K
Income Taxes (Details)
95: R85 Income Tax - Schedule of Income Tax Provision HTML 54K
(Benefit) (Details)
96: R86 Income Tax - Schedule of Effective Income Tax Rate HTML 71K
Reflected in Provision for Income Taxes and U.S.
Federal Statutory Rate (Details)
97: R87 Income Tax - Components of Net Deferred Tax Assets HTML 84K
(Liabilities) (Details)
98: R88 Income Tax - Additional Information (Details) HTML 72K
99: R89 Income Tax - Schedule of Operating Loss HTML 45K
Carryforward (Details)
100: R90 Income Tax - Schedule of Uncertain Tax Positions HTML 41K
(Details)
101: R91 Other Accrued Liabilities - Schedule of Accrued HTML 54K
Liabilities Related to Restructuring and Others
Charges (Details)
102: R92 Employee Benefit Plans - Additional Information HTML 35K
(Details)
103: R93 Stock Repurchase Plan - Additional Information HTML 53K
(Details)
104: R94 Stock-Based Compensation and Stock Awards - Stock HTML 53K
Options - Additional Information (Details)
105: R95 Stock-Based Compensation and Stock Awards - HTML 54K
Restricted Stock Awards - Additional Information
(Details)
106: R96 Stock-Based Compensation and Stock Awards - HTML 57K
Summary of RSA Activity (Details)
107: R97 Stock-Based Compensation and Stock Awards - HTML 68K
Performance Unit Awards - Additional Information
(Details)
108: R98 Stock-Based Compensation and Stock Awards - HTML 50K
Schedule of Assumptions Used in Monte Carlo
Simulation (Details)
109: R99 Stock-Based Compensation and Stock Awards - HTML 62K
Summary of PSA Activity (Details)
110: R100 Stock-Based Compensation and Stock Awards - HTML 57K
Director Stock Compensation Awards - Additional
Information (Details)
111: R101 Stock-Based Compensation and Stock Awards - HTML 57K
Schedule of DSA Activity (Details)
112: R102 Stock-Based Compensation and Stock Awards - HTML 61K
Schedule of Information for Stock Option Plans
(Details)
113: R103 Earnings Per Share - Reconciliation of Basic and HTML 67K
Diluted Earnings Per Share (Details)
114: R104 Earnings Per Share - Schedule of Antidilutive HTML 45K
Securities (Details)
115: R105 Schedule II-Valuation and Qualifying Accounts HTML 42K
(Details)
117: XML IDEA XML File -- Filing Summary XML 229K
120: XML XBRL Instance -- drq-20231231_htm XML 3.62M
116: EXCEL IDEA Workbook of Financial Report Info XLSX 211K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.71M
Linkbases Document -- drq-20231231
118: JSON XBRL Instance as JSON Data -- MetaLinks 703± 1.10M
119: ZIP XBRL Zipped Folder -- 0000950170-24-020662-xbrl Zip 644K
| EX-97.1 |
Exhibit 97.1
DRIL-QUIP, INC. CLAWBACK POLICY
Recoupment of Incentive-Based Compensation
It is the policy of Dril-Quip, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements.
Policy Administration and Definitions
This Policy is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors and is intended to comply with, and as applicable to be administered and interpreted consistent with, and subject to the exceptions set forth in, Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”). This Policy amends and restates the clawback policy adopted by the Company on October 21, 2021 (the “Prior Policy”) with respect to Incentive-Based Compensation Received by a Covered Executive on or after October 2, 2023. The Prior Policy continues to apply to all annual cash incentive awards and all performance-based equity awards Received prior to October 2, 2023.
For purposes of this Policy:
“Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a financial reporting measure that was Received by a person (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation. A financial reporting measure is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the compensation is actually paid or awarded.
“Covered Executive” means any “officer” of the Company as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
“Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in this Policy, all as determined pursuant to Rule 10D-1, and any transition period of less than nine months that is within or immediately following such three fiscal years.
If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the Committee will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined without regard to any taxes paid with respect to such compensation. The Company will maintain and will provide to the New York Stock Exchange documentation of all determinations and actions taken in complying with this Policy. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals.
The Company may effect any recovery pursuant to this Policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable, subject to and in accordance with any applicable exceptions under the New York Stock Exchange listing rules, and not required under Rule 10D-1, including if the Committee determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Any right of recoupment or recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any other policy, any employment agreement or plan or award terms, and any other legal remedies available to the Company; provided that the Company shall not recoup amounts pursuant to such other policy, terms or remedies to the extent it is recovered pursuant to this Policy. The Company shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation (or provide any advancement of expenses in such instance), including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executives to fund potential recovery obligations under this Policy.
Dated Effective: October 2, 2023
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 2/27/24 | |||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 4 | |||
| 10/21/21 | ||||
| List all Filings | ||||