SEC Form 8-K filed by DNOW Inc.

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 21, 2025

 

DNOW INC.

(Exact name of registrant as specified in its charter)

 

 

 

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

 

7402 North Eldridge Parkway Houston, Texas		77041
(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)

 

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

 

☐	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
Common Stock, par value $0.01		DNOW		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 21, 2025, DNOW 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 2025; 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
Richard Alario		87,913,428		3,971,715		30,576		5,419,200
Terry Bonno		89,983,462		1,822,639		109,618		5,419,200
David Cherechinsky		90,879,377		1,005,378		30,964		5,419,200
Galen Cobb		90,688,994		1,196,752		29,973		5,419,200
Paul Coppinger		89,199,895		2,685,663		30,161		5,419,200
Karen David-Green		91,801,088		24,296		90,335		5,419,200
Rodney Eads		90,623,305		1,208,098		84,316		5,419,200
Sonya Reed		88,644,275		3,198,313		73,131		5,419,200

The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2026. 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 2025		95,842,093		1,383,015		109,811		0
		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers		87,714,651		4,153,985		47,083		5,419,200

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 21, 2025						DNOW INC.
						/s/ Raymond W. Chang
						Raymond W. Chang Vice President & General Counsel