8-K - DNOW - Equibles

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) May 24, 2023

NOW INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36325	46-4191184
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
7402 North Eldridge Parkway<br> <br>Houston, Texas	77041
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(Address of principal executive offices)	(Zip Code)

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

(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:

☐	Written communications 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)
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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))
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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. ☐

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

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.01	DNOW	New York Stock Exchange
Item 5.07	Submission of Matters to a Vote of Security Holders
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On May 24, 2023, 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 eight members to the Board of Directors;
2.	the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023; and
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3.	the approval, on an advisory basis, of the compensation of our named executive officers.
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The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of directors:
Richard Alario	92,245,728	2,986,280	155,976	4,773,768
Terry Bonno	94,394,063	838,122	155,799	4,773,768
David Cherechinsky	94,771,588	429,817	186,579	4,773,768
Galen Cobb	94,936,150	290,124	161,710	4,773,768
Paul Coppinger	92,554,399	2,671,445	162,140	4,773,768
Karen David-Green	93,583,871	1,622,067	182,046	4,773,768
Rodney Eads	94,917,838	307,903	162,243	4,773,768
Sonya Reed	93,365,869	1,860,553	161,562	4,773,768

The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2024. There were no nominees to office other than the directors elected.

	FOR	AGAINST	ABSTAIN	BROKER<br>NON-VOTES
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023	98,945,853	1,037,638	178,261	0
	FOR	AGAINST	ABSTAIN	BROKER<br>NON-VOTES
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3. Approval of the compensation of the Company’s named executive officers	90,087,293	4,935,478	365,213	4,773,768

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 24, 2023	NOW INC.
	/s/ Raymond W. Chang
	Raymond W. Chang
	Vice President & General Counsel