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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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In February 2024, we granted the named executive officers named in the table below performance stock units pursuant to the MRC Global Inc. Omnibus Incentive Plan, as amended, in addition to certain time-vested restricted stock units reported on Forms 4. Each recipient of performance stock units can earn shares of Company common stock between 0% and 200% of the target number of units based:
100% on relative total shareholder return performance (compared to the companies in the Van Eck Oilfield Services ETF (OIH) plus NOW Inc. and the Russell 2000 (Total Return) Index) in four performance periods (2024, 2025, 2026 and 2024 through 2026, collectively, the “Performance Period”) each equally weighted by 25%.
The performance stock units vest at the end of the Performance Period so long as the recipient remains employed with the Company when the performance against the criteria is measured.
Below is the number of target performance stock units that the Company granted to each named executive officer:
| Name |
Job Title |
# of |
||||
| Saltiel, Robert J., Jr. | President & Chief Executive Officer | 196,395 | ||||
| Youngblood, Kelly | Executive Vice President & Chief Financial Officer | 70,073 | ||||
| Churay, Daniel J. | Executive Vice President – Corporate Affairs, General Counsel, Corporate Secretary | 38,943 | ||||
| Bates, Grant R. | Senior Vice President – North American Operations & E-Commerce | 23,654 | ||||
| Long, Rance C. | Senior Vice President – Sales & Marketing | 21,808 | ||||
The above-described performance stock units were granted pursuant to that certain form of Performance Share Unit Award Agreement (attached hereto as Exhibit 10.1), previously amended and approved by the Compensation & Human Capital Committee of the Board of Directors for grants beginning in 2024, to provide for vesting upon Involuntary Termination following a Change in Control (as those terms are defined in the form of agreement) with certain exceptions (i.e. “double trigger” vesting).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Form of Performance Share Unit Award Agreement | |
| 104 | Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are embedded within the Inline XBRL document. | |
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: February 13, 2024
| MRC GLOBAL INC. | ||
| By: | /s/ Kelly Youngblood | |
| Kelly Youngblood | ||
| Executive Vice President & Chief Financial Officer | ||
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INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 10.1 | Form of Performance Share Unit Award Agreement | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags from this Current Report on Form 8-K are embedded within the Inline XBRL document. | |
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