UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 February 15, 2022, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of NOV Inc. (the “Company”) approved certain grants of restricted stock units (“RSUs”) to certain employees of the Company, including the Company’s named executive officers, pursuant to and subject to the terms of the National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan (the “2018 Plan”) and a new form of Restricted Stock Unit Agreement (the “RSU Agreement”) to be entered into by each named executive officer and the Company. In connection therewith the named executive officers received the RSU awards as follows:
| Name and Title |
RSUs | |||
| Clay C. Williams, President, Chairman and Chief Executive Officer |
127,764 | |||
| Jose A. Bayardo, Senior Vice President and Chief Financial Officer |
40,347 | |||
| Isaac H. Joseph, President, Wellbore Technologies |
26,898 | |||
| Joseph W. Rovig, President, Rig Technologies |
26,898 | |||
| Kirk M. Shelton, President, Completion and Production Solutions |
26,898 | |||
The RSUs vest in three equal annual installments beginning February 15, 2023, subject to such individual’s continued employment by the Company. Each RSU represents the right to receive one share of common stock, $0.01 par value per share, of the Company upon the vesting of the RSU, subject to the terms and conditions set forth in the 2018 Plan and the RSU Agreement.
The foregoing terms and conditions of the RSUs are not complete and are qualified in their entirety by reference to the full text of the form of RSU Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 15, 2022, the Compensation Committee also approved new forms of the Performance Award Agreement to be used for performance stock awards granted under the 2018 Plan and the Nonqualified Stock Option Agreement to be used for stock option awards under the 2018 Plan, in order to, among other things, update administrative terms, adopt consistent provisions among equity agreements, and aid in the administration of the 2018 Plan.
The form of Performance Award Agreement and the Nonqualified Stock Option Agreement have been included herewith as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:
| 10.1 | Form of Restricted Stock Unit Agreement under the 2018 Plan | |
| 10.2 | Form of Performance Award Agreement under the 2018 Plan | |
| 10.3 | Form of Nonqualified Option Award Agreement under the 2018 Plan | |
| 104 | Cover Page Interactive Data File (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 22, 2022 | NOV INC. | |||||
| /s/ Brigitte M. Hunt | ||||||
| Brigitte M. Hunt | ||||||
| Vice President | ||||||