8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 17, 2024

NOV INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12317	76-0475815
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
10353 Richmond Ave. Houston, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code 346-223-3000

(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 (see General Instruction A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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 per share	NOV	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On January 17, 2024, the Board of Directors (the “Board”) of NOV Inc. (the “Company”) appointed Patricia B. Melcher as a director of the Company, effective January 17, 2024, with a term of office expiring at the next annual meeting of stockholders. Ms. Melcher will serve on the Board’s Audit Committee. As compensation for her service on the Board, Ms. Melcher will receive the Company’s standard compensation for non-employee directors, which is described under the heading “Director Compensation” in the Company’s definitive proxy statement relating to the Company’s annual meeting of stockholders in 2023, filed with the Securities and Exchange Commission on April 6, 2023. In addition, there are no transactions in which Ms. Melcher has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Melcher, age 64, is currently a Managing Partner of EIV Capital, an energy-focused private equity firm she co-founded in 2009. Ms. Melcher received a Bachelor of Science in Systems Engineering from the University of Virginia and a Master of Business Administration from Harvard University.

With the appointment of Ms. Melcher, the Board is now composed of nine directors, eight of whom are independent members.

On January 17, 2024, the Company announced the appointment of Ms. Melcher to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is provided as part of the information furnished under Item 5.02 of this Current Report:

99.1	NOV Inc. press release dated January 17, 2024 announcing the appointment of Patricia B. Melcher.
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: January 17, 2024	NOV INC.
	/s/ Brigitte M. Hunt
	Brigitte M. Hunt
	Vice President

EX-99.1

Exhibit 99.1

NEWS Contact: Amie D’Ambrosio (713) 375-3826

FOR IMMEDIATE RELEASE

NOV Appoints Patricia Melcher to the Board of Directors

HOUSTON, TX, January 17, 2024 – NOV Inc. (NYSE: NOV) announced today that Patricia B. “Patti” Melcher has been appointed to the Company’s Board of Directors, effective January 17, 2024. Ms. Melcher is currently a Managing Partner of EIV Capital, an energy-focused private equity firm she co-founded in 2009.

“We are pleased to welcome Patti to our board of directors and look forward to her contributions and insights in capital allocation and governance,” said Clay Williams, Chairman, President, and Chief Executive Officer. “Patti is an outstanding business leader who brings decades of oilfield service and sustainable energy investing experience to our board, who will help guide our innovations to empower the energy industry to create value for NOV shareholders.”

Prior to co-founding EIV Capital, Ms. Melcher founded Allegro Capital Management in 1997, an investment firm which made equity investments in energy companies and provided consulting services. During her tenure at Allegro, she served as interim chief executive officer for Petrocom Energy Group from 2003 to 2004. Ms. Melcher joined SCF Partners at its formation to focus on private equity investments in the oilfield services sector and held positions of increasing responsibility from 1989 to 1994. Ms. Melcher has over 35 years of energy business experience, beginning her career as an investment banker for Simmons & Company International in 1986. Ms. Melcher received a Bachelor of Science in Systems Engineering from the University of Virginia and a Master of Business Administration from Harvard University.

With the appointment of Ms. Melcher, NOV Inc.’s board of directors is now composed of nine directors, eight of whom are independent members.

About NOV

NOV delivers technology-driven solutions to empower the global energy industry. For more than 150 years, NOV has pioneered innovations that enable its customers to safely produce abundant energy while minimizing environmental impact. The energy industry depends on NOV’s deep expertise and technology to continually improve oilfield operations and assist in efforts to advance the energy transition towards a more sustainable future. NOV powers the industry that powers the world.

Visit www.nov.com for more information.

Source: NOV Inc.

CONTACT:

Amie D’Ambrosio

Director, Investor Relations

(713) 375-3826

amie.dambrosio@nov.com

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Entity Central Index Key	0001021860
Document Type	8-K
Document Period End Date	Jan. 17, 2024
Entity Registrant Name	NOV INC.
Entity Incorporation State Country Code	DE
Entity File Number	1-12317
Entity Tax Identification Number	76-0475815
Entity Address, Address Line One	10353 Richmond Ave.
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	NOV
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Entity Emerging Growth Company	false