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 25, 2022

NOW INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36325	46-4191184
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7402 North Eldridge Parkway Houston, Texas	77041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 281-823-4700

(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:

☐ 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))

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.  ☐

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	DNOW	New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 25, 2022, NOW Inc. (the “Company”) held its Annual Meeting of Stockholders where the following matters were voted upon and approved by the Company’s stockholders:

1. the election of five members to the Board of Directors;

2. the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2022; and

3. the approval, on an advisory basis, of the compensation of our named executive officers.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of directors:	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Terry Bonno		88,914,647		4,169,973		120,529		8,357,589
David Cherechinsky		92,368,571		808,915		27,663		8,357,589
Galen Cobb		92,429,376		656,429		119,344		8,357,589
James Crandell		87,554,276		5,531,956		118,917		8,357,589
Sonya Reed		90,910,692		2,174,335		120,122		8,357,589

The five directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2023. There were no nominees to office other than the directors elected.

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2022		100,608,379		904,612		49,747		0

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers		85,006,521		8,048,708		149,920		8,357,589

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 25, 2022	NOW INC.
	/s/ Raymond W. Chang
	Raymond W. Chang Vice President & General Counsel

XML

Document and Entity Information	May 25, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001599617
Document Type	8-K
Document Period End Date	May 25, 2022
Entity Registrant Name	NOW INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36325
Entity Tax Identification Number	46-4191184
Entity Address, Address Line One	7402 North Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77041
City Area Code	281
Local Phone Number	823-4700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	DNOW
Security Exchange Name	NYSE