NATIONAL OILWELL VARCO, INC. (NYSE:NOV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
On and effective August11, 2017, the Board of Directors (the “Board”) of National Oilwell Varco, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) to implement proxy access, which allows eligible stockholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates, subject to the terms and conditions of the amended Bylaws. The Board implemented these amendments following a majority stockholder vote on a proxy access stockholder proposal (which was supported by the Board) at the Company’s 2017 Annual Meeting of Stockholders on May17, 2017. The proxy access process under the Bylaws will first be available to stockholders in connection with our 2018 annual meeting of stockholders.
to these amendments, a stockholder, or a group of up to 20 stockholders (collectively, an “eligible stockholder”), owning at least three percent of the Company’s outstanding stock continuously for at least three years may nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to two directors or 25% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.
To use these proxy access provisions, an eligible stockholder must, among other requirements, provide the Company with a notice requesting the inclusion of the director nominee (the “director nominee”) in our proxy materials and other required information not less than 120 days nor more than 150 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting of stockholders. In addition, an eligible stockholder may include a written statement of no more than 500 words supporting the candidacy of such director nominee. All director nominees submitted through these provisions must be independent and meet specified additional criteria.
The above-described proxy access provisions are subject to additional eligibility, procedural and disclosure requirements set forth in in Article II, Section10 of the By-laws and to additional amendments related to disclosure and advance notice requirements in Article II, Section9 of the Bylaws. Additional amendments include revision of the procedure for calling a special meeting (Article II, Section4) and revision of the procedure for properly bringing other business before any annual or special meeting of stockholders (Article II, Section8). The Bylaws amendments also include various other wording changes and clarifications.
The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Company’s amended and restated Bylaws, which are filed as Exhibit 3.1 to this Form 8-K and are incorporated herein by reference.
| Item 5.03. | Financial Statements and Exhibits. |
| 3.1 | Amended and Restated Bylaws of National Oilwell Varco, Inc. |
NATIONAL OILWELL VARCO INC ExhibitEX-3.1 2 d442215dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL OILWELL VARCO,…To view the full exhibit click here
About NATIONAL OILWELL VARCO, INC. (NYSE:NOV)
National Oilwell Varco, Inc. is an oilfield equipment manufacturer and technology provider. The Company operates through four segments: Rig Systems, Rig Aftermarket, Wellbore Technologies and Completion & Production Solutions. The Rig Systems segment makes and supports the capital equipment and integrated systems needed to drill oil and gas wells on land and offshore. The Rig Systems segment designs, manufactures and sells land rigs, offshore drilling equipment packages, and drilling rig components. The Rig Aftermarket segment provides aftermarket products and services to support a large installed base of land and offshore rigs, and drilling rig components manufactured by the Company’s Rig Systems segment. The Wellbore Technologies segment designs, manufactures, rents and sells a range of equipment and technologies used to perform drilling operations. The Completion & Production Solutions segment integrates technologies for well completions and oil and gas production. NATIONAL OILWELL VARCO, INC. (NYSE:NOV) Recent Trading Information
NATIONAL OILWELL VARCO, INC. (NYSE:NOV) closed its last trading session 00.00 at 30.29 with 3,419,290 shares trading hands.