UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 21, 2021, upon the recommendation of the Nominating and Governance Committee of Dril-Quip, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) increased the number of directors of the Company that constitute the entire Board from six to seven, effective immediately, and appointed Darryl K. Willis as a director to fill the vacancy resulting from the increase in the size of the Board, effective June 21, 2021. Mr. Willis will serve as a Class I director of the Company until the expiration of his term on the date of the Company’s annual meeting of stockholders in 2022, or until his successor is duly elected and qualified. Mr. Willis will serve on the Audit Committee, the Nominating and Governance Committee and the Compensation Committee of the Board of the Company.
Mr. Willis, 52, has served as Vice President, Energy of Microsoft Corporation since 2019. From 2018 to 2019, Mr. Willis was Vice President – Oil, Gas and Energy, Google Cloud at Google, Inc. From 1993 to 2017, he served in various technical, operational and management positions at BP plc internationally and in the United States, including as Senior Vice President of Reservoir Development and Vice President – L48 Onshore Gas at BP America, General Manager of BP Angola, and Vice President – Technology Operations at BP-TNK in Moscow. Mr. Willis is also a director of Nine Energy Service, Inc., an NYSE-listed company that provides completion and production services primarily for North American unconventional oil and gas resource development, and the American Bureau of Shipping, a non-profit corporation that provides global classification and assessment services to the marine and offshore industries for vessel design and integrity. Mr. Willis holds a Bachelor of Science degree from Northwestern State University, a Master of Science degree in Geology from the University of New Orleans, and a Master of Science degree in management from the Stanford University Graduate School of Business.
There are no arrangements or understandings between Mr. Willis and any other person pursuant to which he was selected as a director. The Company is not aware of any transaction in which Mr. Willis has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On June 21, 2021, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Willis pursuant to which the Company agrees to indemnify him to the fullest extent permitted by applicable law, from and against any and all losses, liabilities, claims, damages and certain expenses arising out of an event or occurrence related to the fact that he is or was a director of the Company or is or was serving in another position at the request of the Company. The Indemnification Agreement is substantially similar to the Company’s indemnification agreements with its executive officers and other directors. The foregoing summary of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indemnification Agreement, a copy of the form of which is filed as Exhibit 10.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Form of Indemnification Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 17, 2005). | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
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.
| DRIL-QUIP, INC. | ||
| By: | /s/ James C. Webster | |
| James C. Webster | ||
| Vice President, General Counsel and Secretary | ||
Date: June 22, 2021