8-K

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

Date of Report (Date of earliest event reported): May 4, 2023

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35479	20-5956993
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1301 McKinney Street, Suite 2300

Houston, Texas 77010

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (877) 294-7574

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 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))

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	MRC	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 1.01 Entry into a Material Definitive Agreement

On May 4, 2023, the Board of Directors (the “Board”) of MRC Global Inc. (the “Company”), pursuant to the recommendation of the Board’s Compensation and Human Capital Committee, approved the following changes to Exhibit A of the Company’s Director Compensation Plan (the “Plan”): (i) an increase of $15,000 to the Annual Board retainer, increasing the value of the Annual Board retainer to $90,000; (ii) an increase of $20,000 to the amount used to determine restricted stock for non-executive directors other than the Chairman of the Board, dividing $145,000, rather than $125,000, by the 20-day volume weighted average price (“VWAP”) of the Company’s common stock; and (iii) an increase of $40,000 to the amount used to determine restricted stock for the Chairman of the Board, dividing $265,000, rather than $225,000, by the 20-day VWAP of the Company’s common stock.

A copy of the revised Exhibit A to the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on Thursday, May 4, 2023, as a virtual, on-line meeting. The results of the matters submitted to a vote of the stockholders at the meeting are set forth in the immediately following table below. Pursuant to Delaware law and the Company’s By-Laws, broker non-votes are not considered votes cast and do not affect the outcome of the votes. In addition, abstentions are also not considered votes cast for any of the matters submitted to a vote of stockholders. Therefore, only votes for and against each matter are included in the percentages below.

Item I. Election of Directors. Stockholders elected each of the persons named below as Directors to hold office until the 2024 annual meeting of stockholders, or until their successors are elected and qualified, or their earlier retirement, removal or death:

	FOR		% FOR		WITHHELD		% WITHHELD		BROKER NON-VOTES
Deborah G. Adams		85,960,242		93.83		5,647,696		6.17		5,245,208
Leonard M. Anthony		88,151,541		96.23		3,456,397		3.77		5,245,208
George John Damiris		87,834,977		95.88		3,772,961		4.12		5,245,208
Barbara J. Duganier		89,518,079		97.72		2,089,859		2.28		5,245,208
Ronald L. Jadin		89,959,558		98.20		1,648,380		1.80		5,245,208
Dr. Anne McEntee		88,820,090		96.96		2,787,848		3.04		5,245,208
Robert J. Saltiel, Jr.		90,650,230		98.95		957,708		1.05		5,245,208
Robert L. Wood		90,421,951		98.71		1,185,987		1.29		5,245,208

Item II. Advisory Vote to Approve Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the immediately following table:

Votes Cast For:	74,533,839	81.44	%
Votes Cast Against:	16,984,267	18.56	%
Abstentions:	89,832
Broker Non-Votes:	5,245,208

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Item III. Ratification of the Appointment of Ernst & Young LLP as Independent Auditors. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the year ending December 31, 2023 as set forth in the immediately following table:

Votes Cast For:	96,458,402	99.60	%
Votes Cast Against:	384,758	0.40	%
Abstentions:	9,986
Broker Non-Votes:	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Exhibit A to the MRC Global Director Compensation Plan.
104	Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are imbedded within the Inline XBRL document.

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INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Exhibit A to the MRC Global Director Compensation Plan.
104	Cover Page Interactive Data File – The cover page XBRL tags from this Current Report on Form 8-K are imbedded within the Inline XBRL document.

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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 10, 2023

MRC GLOBAL INC.
By:	/s/ Daniel J. Churay
	Daniel J. Churay
	Executive Vice President – Corporate Affairs, General Counsel and Corporate Secretary

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EX-10.1

Exhibit 10.1

Exhibit A to Director Compensation Plan

Cash Board Retainers as of May 4, 2023

Annual Board retainer	$	90,000
Committee Chair retainers:
•    Audit Committee Chair	$	25,000
•    Compensation Committee Chair	$	20,000
•    Governance Committee Chair	$	15,000
Committee Member retainers:
•    Audit Committee Member	$	2,000
•    Compensation Committee Member	$	2,000
•    Governance Committee Member	$	2,000

Meeting Fees

None

Equity grants as of May 4, 2023

Restricted stock determined by dividing $145,000 (except for non-executive Chairman, who shall receive $265,000) by the 20-day volume weighted average price (VWAP) of the Company’s common stock on the New York Stock Exchange as of the date immediately preceding the Company’s Annual Meeting of Stockholders. Restricted stock will vest upon the first anniversary of the grant date.

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Document and Entity Information	May 04, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001439095
Document Type	8-K
Document Period End Date	May 04, 2023
Entity Registrant Name	MRC GLOBAL INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-35479
Entity Tax Identification Number	20-5956993
Entity Address, Address Line One	1301 McKinney Street
Entity Address, Address Line Two	Suite 2300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77010
City Area Code	(877)
Local Phone Number	294-7574
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	MRC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false