{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-148208","form_type":"8-K","ticker":"NOV","cik":"0001021860","company_name":"NOV Inc.","filed_at":"2023-05-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.633716+00:00","generated_at":"2026-06-14T20:38:49.769000+00:00","sec_items":["1.01","5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"NOV adopts indemnification pacts, shareholders OK officer liability exculpation","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-148208","json":"https://secwatch.observer/filing/0001193125-23-148208.json","markdown":"https://secwatch.observer/filing/0001193125-23-148208.md","text":"https://secwatch.observer/filing/0001193125-23-148208.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/d460588d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T20:38:49.769000+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fc5a1d77ac945ac3877db8fb22e7a012784a63a5","claim":"NOV Inc.: Amended and restated certificate of incorporation to add officer exculpation provision (effective 2023-05-17).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-17"}],"fact_type":"governance_change"},{"claim_id":"44fb695a654540380916a4142da69e5a9e970db5","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-17"}],"fact_type":"shareholder_vote"},{"claim_id":"57b68abc2d202ec53c4a9c2fa459c2a9805bd7ff","claim":"NOV Inc. shareholders approved Election of eight members to the Board of Directors at the 2023-05-17 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-17"}],"fact_type":"shareholder_vote"},{"claim_id":"8bbdbee11db18717e21b45ce19bb3ddfe2ec5399","claim":"NOV Inc. shareholders approved Approval of the compensation of the Company’s named executive officers at the 2023-05-17 meeting.","evidence_excerpt":"3. Approval of the compensation of the Company’s named executive officers 336,552,287 14,138,035 340,741 19,046,107","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-17"}],"fact_type":"shareholder_vote"},{"claim_id":"93e08cc235beaef2de8fdb5e6e25d71a98631d98","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-17"}],"fact_type":"shareholder_vote"},{"claim_id":"e9e066557f98118e331ad7a8dd1ef39988fc7528","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021860/000119312523148208/0001193125-23-148208-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-17"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}