UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 20, 2025, NOV Inc. (the “Company”) held its Annual Meeting of Stockholders at which 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 2025; |
| 3. | the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and |
| 4. | the approval of an amendment and restatement of the NOV 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 |
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| Clay C. Williams |
329,020,588 | 8,961,243 | 128,738 | 17,458,454 | ||||||||||||
| Marcela E. Donadio |
330,011,598 | 7,957,671 | 141,300 | 17,458,454 | ||||||||||||
| Ben A. Guill |
326,222,703 | 11,770,992 | 116,874 | 17,458,454 | ||||||||||||
| David D. Harrison |
327,040,981 | 10,954,734 | 114,854 | 17,458,454 | ||||||||||||
| Christian S. Kendall |
336,737,357 | 1,259,474 | 113,738 | 17,458,454 | ||||||||||||
| Patricia Martinez |
335,578,278 | 2,325,893 | 206,398 | 17,458,454 | ||||||||||||
| Patricia B. Melcher |
335,812,308 | 2,179,395 | 118,866 | 17,458,454 | ||||||||||||
| William R. Thomas |
334,297,625 | 3,696,403 | 116,541 | 17,458,454 | ||||||||||||
| Robert S. Welborn |
331,742,922 | 6,251,560 | 116,087 | 17,458,454 | ||||||||||||
The nine directors nominated by the Board of Directors were re-elected to serve one-year terms expiring in 2025. There were no nominees to office other than the directors elected.
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES |
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| 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024 |
334,043,015 | 21,357,894 | 168,114 | 0 | ||||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES |
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| 3. Approval of the compensation of the Company’s named executive officers |
321,782,502 | 9,993,088 | 6,334,979 | 17,458,454 | ||||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES |
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| 4. Approval of an amendment and restatement of the NOV Inc. Long-Term Incentive Plan |
328,371,943 | 9,531,778 | 206,848 | 17,458,454 | ||||||||||||
Item 8.01 Other Events
On May 20, 2025, the Company’s Board of Directors (“Board”) declared a supplemental dividend of $0.21 per share as part of the Company’s 2024 return of capital plan. The supplemental dividend is payable on June 13, 2025 to each stockholder of record on June 2, 2025.
The Board also declared a regular quarterly dividend of $0.075 per share, payable on June 27, 2025 to each stockholder of record on June 13, 2025.
A copy of the press release issued by the Company on May 21, 2025 on these items is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | NOV Declares Regular Quarterly Dividend and Supplemental Dividend | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 22, 2025 | NOV INC. | |||||
| /s/ Peter F. Vranderic | ||||||
| Peter F. Vranderic | ||||||
| Vice President | ||||||