SEC Form 8-K filed by MRC Global 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 29, 2025

 

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-35479		20-5956993
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1301 McKinney Street, Suite 2300

Houston, Texas 77010

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (877) 294-7574

 

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 (see General Instruction A.2. below):

 

☐	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		MRC		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.

The Annual Meeting of Stockholders of MRC Global Inc. (the “Company”) was held on Thursday, May 29, 2025, as a virtual, on-line meeting. The results of the matters submitted to a vote of the stockholders at the Annual Meeting are set forth below:

Item I. Election of Directors. Stockholders elected each of the persons named below as Directors to hold office until the 2026 annual meeting of stockholders, or until their successors are elected and qualified, or their earlier retirement, removal or death:

 

		FOR				% FOR				WITHHELD				% WITHHELD				BROKER NON-VOTES
Deborah G. Adams			75,503,907				96.76				2,531,069				3.24				3,702,207
Leonard M. Anthony			73,580,910				94.29				4,454,066				5.71				3,702,207
George John Damiris			71,173,699				91.21				6,861,277				8.79				3,702,207
David A. Hager			74,427,678				95.38				3,607,298				4.62				3,702,207
Ronald L. Jadin			73,246,523				93.86				4,788,453				6.14				3,702,207
Dr. Anne McEntee			76,046,865				97.45				1,988,111				2.55				3,702,207
Robert J. Saltiel, Jr.			77,738,862				99.62				296,114				0.38				3,702,207
Daniel B. Silvers			72,231,618				92.56				5,803,358				7.44				3,702,207

Item II. Advisory Vote to Approve Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the immediately following table:

 

Votes Cast For:			71,551,906				91.69	%
Votes Cast Against:			6,375,798				8.17	%
Abstentions:			107,272
Broker Non-Votes:			3,702,207

 

2

Item III. Approval of Advisory Recommendation on Frequency of Advisory Vote to Approve Executive Compensation. The stockholders approved, on an advisory basis, the holding of an advisory vote on the compensation of the Company’s named executive officers every year as follows:

 

Votes Cast For Every Year (1 Year):			73,138,323				93.72	%
Votes Cast For Every 2 Years:			2,756				0.00	%
Votes Cast For Every 3 Years:			4,780,317				6.13	%
Abstentions:			113,580
Broker Non-Votes:			3,702,207

Item IV. Ratification of the Appointment of Ernst & Young LLP as Independent Auditors. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the year ending December 31, 2025 as set forth in the immediately following table:

 

Votes Cast For:			80,060,849				97.95	%
Votes Cast Against:			1,493,000				1.83	%
Abstentions:			183,334
Broker Non-Votes:			0

 

3

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: June 2, 2025

 

 

4