| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 17, 2023, the Board of Directors of NOV Inc. (the “Company”) approved and adopted a form of indemnification agreement to be entered into by the Company with its directors, officers and certain other key employees (the “Indemnification Agreement”). Additionally, on May 17, 2023, the Company entered into Indemnification Agreements with each of its directors and executive officers.
The Indemnification Agreement requires the Company to indemnify the Company’s directors and officers, to the fullest extent permitted by law, for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred in any action or proceeding arising out of or related to out of their services as one of the Company’s directors or officers or as a director or officer of any other company or enterprise to which the person provides services at the Company’s request.
The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting of Stockholders of the Company held on May 17, 2023, the stockholders of the Company approved an amendment and restatement of the Company’s Sixth Amended and Restated Certificate of Incorporation to provide for exculpation of liability for officers of the Company for certain breaches of fiduciary duties, similar to the protections currently available for directors of the Company. The Company filed the Seventh Amended and Restated Certificate of Incorporation with the Delaware Secretary of State’s office, which became effective as of May 17, 2023.
A copy of the Company’s Seventh Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 17, 2023, 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 eight members to the Board of Directors;
2. the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023;
3. the approval, on an advisory basis, of the compensation of our named executive officers;
4. the frequency for the advisory vote on named executive officer compensation to be conducted on an annual basis; and
5. the approval of an amendment and restatement of the Company’s Sixth Amended and Restated Certificate of Incorporation to provide for exculpation of liability for officers of the Company.
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 | | 339,830,912 | | 10,812,123 | | 388,028 | | 19,046,107 |
Greg L. Armstrong | | 324,298,984 | | 26,457,394 | | 274,685 | | 19,046,107 |
Marcela E. Donadio | | 333,312,952 | | 17,441,465 | | 276,646 | | 19,046,107 |
Ben A. Guill | | 326,414,848 | | 24,317,137 | | 299,078 | | 19,046,107 |
David D. Harrison | | 326,637,940 | | 24,117,496 | | 275,627 | | 19,046,107 |
Eric L. Mattson | | 329,542,898 | | 21,210,937 | | 277,228 | | 19,046,107 |
William R. Thomas | | 347,358,299 | | 3,392,725 | | 280,039 | | 19,046,107 |
Robert S. Welborn | | 295,360,621 | | 54,041,260 | | 1,629,182 | | 19,046,107 |
