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

May 22, 2013

Date of Report (Date of earliest event reported)

 

 

NATIONAL OILWELL VARCO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-12317		76-0475815
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

7909 Parkwood Circle Dr. Houston, Texas		77036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 713-346-7500

(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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 22, 2013, National Oilwell Varco, 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 six members to the Board of Directors;

 

2.	the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2013;

 

3.	the approval, on an advisory basis, of the compensation of our named executive officers;

 

4.	the approval of amendments to the National Oilwell Varco, Inc. Long-Term Incentive Plan; and

 

5.	the approval of the National Oilwell Varco, Inc. Annual Cash Incentive Plan for 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
Merrill A. Miller, Jr.			298,015,633				13,389,373				1,434,920				35,010,245
Greg L. Armstrong			304,131,000				7,318,552				1,390,374				35,010,245
Ben A. Guill			280,304,402				31,140,852				1,394,672				35,010,245
David D. Harrison			305,233,436				6,214,981				1,391,509				35,010,245
Roger L. Jarvis			304,468,392				6,978,888				1,392,646				35,010,245
Eric L. Mattson			305,224,787				6,222,315				1,392,824				35,010,245

The six directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2014. 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 2013			335,364,161				11,161,401				1,324,609				0
		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers			299,534,506				11,284,617				2,020,803				35,010,245
		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
4. Approval of amendments to the National Oilwell Varco, Inc. Long-Term Incentive Plan			295,740,807				16,317,236				781,883				35,010,245
		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
5. Approval of the National Oilwell Varco, Inc. Annual Cash Incentive Plan for Executive Officers			304,145,626				7,902,633				791,667				35,010,245

 

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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 22, 2013				NATIONAL OILWELL VARCO, INC.
				/s/ Raymond W. Chang
				Raymond W. Chang Vice President

 

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