Edgar Filing: NATIONAL OILWELL VARCO INC

Date: May 18, 2016

NATIONAL OILWELL VARCO, INC.

/s/ Brigitte M. Hunt

Brigitte M. Hunt

Vice President

Form 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

May 18, 2016

Date of Report (Date of earliest event reported)

NATIONAL OILWELL VARCO, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-12317	76-0475815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7909 Parkwood Circle Dr. Houston, Texas		77036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 713-346-7500

(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))

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2016, National Oilwell Varco, 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 nine members to the Board of Directors;

2.	the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2016;

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

4.	the approval of amendments to the National Oilwell Varco, Inc. Long-Term Incentive Plan;

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
Clay C. Williams		279,376,757		10,361,280		1,051,553		34,543,681
Greg L. Armstrong		284,815,005		5,798,919		175,666		34,543,681
Marcela E. Donadio		286,551,666		3,965,221		272,703		34,543,681
Ben A. Guill		285,472,521		5,140,098		176,971		34,543,681
James T. Hackett		287,480,946		3,135,848		172,796		34,543,681
David D. Harrison		284,715,865		5,895,601		178,124		34,543,681
Roger L. Jarvis		285,701,823		4,909,404		178,363		34,543,681
Eric L. Mattson		286,155,266		4,439,520		194,804		34,543,681
William R. Thomas		286,886,937		3,724,104		178,549		34,543,681

The nine directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2017. 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 2016	315,701,888	8,939,759	691,624	0

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers	277,562,617	10,890,487	2,336,486	34,543,681

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
4. Approval of amendments to the National Oilwell Varco, Inc. Long-Term Incentive Plan	274,349,553	14,270,728	2,169,309	34,543,681

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.