UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation (“MRC Global” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DNOW Inc., a Delaware corporation (“DNOW”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Global continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the “Effective Time”) and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. The Mergers and the other transactions contemplated by the Merger Agreement are herein referred to as the “Transactions.”
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 9, 2025, the Company held a special meeting of stockholders of the Company (the “Special Meeting”) at the offices of MRC Global located at 1301 McKinney Street, Houston, Texas 77010 to vote upon the following matters: (i) a proposal to approve and adopt the Merger Agreement and the Transactions (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers (the “Compensation Advisory Proposal”) and (iii) a proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). Prior to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger Proposal, the Compensation Advisory Proposal, the Adjournment Proposal, the Transactions and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on August 5, 2025.
As disclosed in the Proxy Statement, as of the close of business on August 5, 2025, the record date for the Special Meeting, there were 85,084,457 shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), issued and outstanding. Each issued and outstanding share of Company Common Stock entitled its holder of record to one vote on each matter to be considered at the Special Meeting. At the Special Meeting, 76,301,513 shares of Company Common Stock eligible to vote were present during the Special Meeting or represented by proxy, constituting a quorum.
At the Special Meeting, the Company’s stockholders approved the Merger Proposal, the Compensation Advisory Proposal and the Adjournment Proposal (each of which is more fully described in the Proxy Statement) by the affirmative vote of the number of shares of Company Common Stock required to approve such proposals.
The results of the Company stockholder votes taken at the Special Meeting, by proposal, were as follows:
Proposal 1 – Merger Proposal
| For |
Against |
Abstentions | ||
| 75,749,444 |
132,446 | 419,623 |
Proposal 2 – Compensation Advisory Proposal
| For |
Against |
Abstentions | ||
| 68,719,929 |
7,480,608 | 100,976 |
Proposal 3 – Adjournment Proposal
| For |
Against |
Abstentions | ||
| 72,807,439 |
3,424,356 | 69,718 |
As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was presented at the Special Meeting but not needed.
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: September 9, 2025
| MRC GLOBAL INC. | ||
| By: | /s/ Kelly Youngblood | |
| Kelly Youngblood | ||
| Executive Vice President and Chief Financial Officer | ||