8-K
filed May 18, 2023, 7:59 PM ET
ticker NOV
CIK 0001021860
other material
confidence high
sentiment neutral
materiality 0.30
NOV adopts indemnification pacts, shareholders OK officer liability exculpation
NOV Inc.
- Indemnification agreements entered with all directors and executive officers for legal expenses and liabilities to fullest extent under Delaware law.
- Stockholders approved Seventh Amended and Restated Certificate of Incorporation to exculpate officers for certain fiduciary duty breaches, effective May 17, 2023.
- Annual meeting results: all eight director nominees reelected; Ernst & Young ratified as auditor; advisory say-on-pay approved with annual frequency.
- The indemnification agreement requires advancement of expenses within 20 days of request, subject to repayment if indemnification is later denied.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NOV Inc.: Amended and restated certificate of incorporation to add officer exculpation provision (effective 2023-05-17).
- Change
- charter amendment
- Effective
- 2023-05-17
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NOV Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023 at the 2023-05-17 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023 348,865,203 20,936,043 275,924 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NOV Inc. shareholders approved Election of eight members to the Board of Directors at the 2023-05-17 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NOV Inc. shareholders approved Approval of the compensation of the Company’s named executive officers at the 2023-05-17 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
3. Approval of the compensation of the Company’s named executive officers 336,552,287 14,138,035 340,741 19,046,107
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NOV Inc. shareholders approved 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 at the 2023-05-17 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
5. 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 317,476,553 33,199,335 355,175 19,046,107
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NOV Inc. shareholders approved Frequency for the advisory vote on named executive officer compensation to be conducted on an annual basis at the 2023-05-17 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
4. Frequency for the advisory vote on the Company’s named executive officer compensation 343,485,630 34,541 7,169,185 341,707 19,046,107
View on SEC.gov
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