UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Introductory Note
As previously announced, on June 26, 2025, DNOW Inc., a Delaware corporation (the “Company” or “DNOW”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRC Global Inc., a Delaware corporation (“MRC Global”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Global continuing as the surviving corporation in the First Merger and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. The Mergers and the other transactions contemplated by the Merger Agreement are herein referred to as the “Transactions.”
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 9, 2025, the Company held a special meeting of stockholders of the Company (the “DNOW Special Meeting”) at the offices of DNOW located at 7402 North Eldridge Parkway, Houston, Texas 77041 to vote upon the following matters: (i) a proposal to approve the issuance of shares of common stock of DNOW, par value $0.01 per share (the “Common Stock”) to stockholders of MRC Global in connection with the Mergers pursuant to the terms of the Merger Agreement (the “DNOW Stock Issuance Proposal”) and (ii) a proposal to approve the adjournment of the DNOW Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the DNOW Special Meeting to approve the DNOW Stock Issuance Proposal (the “Adjournment Proposal”). Prior to the DNOW Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the DNOW Special Meeting, the DNOW Stock Issuance Proposal, the Adjournment Proposal, the Transactions and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on August 5, 2025.
As disclosed in the Proxy Statement, as of the close of business on August 5, 2025, the record date for the DNOW Special Meeting, there were 107,107,602 shares of Common Stock issued and entitled to vote at the DNOW Special Meeting. Each share of Common Stock was entitled to one vote with respect to each proposal. A total of 94,861,039 shares of Common Stock, representing approximately 88.6% of the outstanding shares of Common Stock entitled to vote at the DNOW Special Meeting, were present in person or by proxy, constituting a quorum.
At the DNOW Special Meeting, the Company’s stockholders approved the DNOW Stock Issuance Proposal by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the DNOW Special Meeting.
The final voting results for the proposals voted on at the DNOW Special Meeting are set forth below:
| 1. | DNOW Stock Issuance Proposal – Approval of the issuance of shares of Common Stock to stockholders of MRC Global in connection with the Mergers pursuant to the terms of the Merger Agreement. |
| For |
Against |
Abstain | ||
| 94,776,670 |
38,288 |
46,081 |
| 2. | The Adjournment Proposal – Approval of the adjournment of the DNOW Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the DNOW Special Meeting to approve the DNOW Stock Issuance Proposal. |
| For |
Against |
Abstain | ||
| 89,217,804 |
5,578,367 |
64,868 |
Although the Adjournment Proposal was presented at the DNOW Special Meeting, sufficient votes were cast for the DNOW Stock Issuance Proposal such that the Adjournment Proposal was not necessary.
No other business properly came before the DNOW Special Meeting.
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: September 9, 2025 | DNOW INC. | |||||
| /s/ Raymond W. Chang | ||||||
| Raymond W. Chang Vice President & General Counsel | ||||||