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
Date of Report (Date of earliest event reported) August 24, 2017 (August 23, 2017)
NOW INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36325 | 46-4191184 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 7402 North Eldridge Parkway Houston, Texas |
77041 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 281-823-4700
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2017, NOW Inc. (the “Company”) issued a press release announcing the upcoming retirement of Merrill A. Miller, Jr., the Company’s Executive Chairman and Chairman of the Board of Directors, effective October 1, 2017. In conjunction with Mr. Miller’s upcoming retirement, Mr. Miller has stepped down as Chairman of the Board and the NOW Board of Directors has appointed J. Wayne Richards as the new Chairman of the Board of Directors, effective August 23, 2017. Mr. Richards previously served as independent Lead Director of the Company. Mr. Miller will continue to serve as Executive Chairman and as a director of the Company until the date of his retirement.
Mr. Richards has been a director of the Company since May 2014. Mr. Richards has served as President and Chief Executive Officer of GR Energy Services, Inc., an oilfield products and services company focused primarily on onshore production and downhole completion services in North America, since 2013. Previously, he was President and Chief Executive Officer of Global Oilfield Services, a privately held oilfield products and services company focused on the artificial lift sector, from 2008 until 2011 when it was purchased by Halliburton.
The full text of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 5.02 of this Current Report on Form 8-K:
| 99.1 | NOW Inc. press release dated August 24, 2017 announcing the retirement of Executive Chairman Pete Miller. | |
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: August 24, 2017 | NOW INC. | |||||
| /s/ Raymond W. Chang | ||||||
| Raymond W. Chang Vice President & General Counsel | ||||||
Index to Exhibits
| 99.1 | NOW Inc. press release dated August 24, 2017 announcing the retirement of Executive Chairman Pete Miller. | |
Exhibit 99.1
NOW Inc. Announces Retirement of Executive Chairman Pete Miller
HOUSTON—(BUSINESS WIRE)—August 24, 2017—NOW Inc. (NYSE:DNOW) announced today that Executive Chairman and Chairman of the Board of Directors Merrill A. “Pete” Miller, Jr. has informed the NOW Board of Directors that he intends to retire from the Company effective October 1, 2017.
In conjunction with Mr. Miller’s upcoming retirement, Mr. Miller has stepped down as Chairman of the Board and the NOW Board of Directors has appointed J. Wayne Richards as the new Chairman of the Board of Directors. Mr. Richards previously served as independent Lead Director of the Company. Mr. Miller will continue to serve as Executive Chairman and a director of DistributionNOW until the date of his retirement.
Pete Miller has been Executive Chairman and Chairman of the Board of Directors of NOW Inc. since May 2014, when the Company was spun off from National Oilwell Varco, Inc. Mr. Miller previously served as President, Chief Executive Officer and Chairman of the Board of National Oilwell Varco.
J. Wayne Richards, Lead Director of NOW Inc.’s Board of Directors and President and Chief Executive Officer of GR Energy Services, Inc., remarked, “Pete has given DistributionNOW, its employees, and its shareholders, over three years of great leadership. Although we will all miss Pete, we are excited for him as he embarks on his well deserved retirement.”
Pete Miller stated, “I want to thank all the terrific employees of DistributionNOW for your hard work and dedication to the Company. We have weathered one of the worst downturns in the industry and I believe the worst is behind us. I am so proud of what has been accomplished during such difficult times, and I am extremely excited to envision all of the amazing things DistributionNOW will be able to do in the future. While I am very saddened to leave this wonderful company, I am pleased the Board has selected Wayne as Chairman. I am confident he, Robert and the management team will provide strong leadership for the bright future in store for DNOW.”
Robert Workman, President and Chief Executive Officer of NOW Inc. remarked that “Pete has been an incredible leader, mentor and friend to me. We all here at DistributionNOW are grateful to Pete for his years of leadership and for joining us when we spun from NOV. I personally wish him nothing but the best as he begins to enjoy retired life. I am truly excited about the future of DistributionNOW and have confidence in our best in class employees that we will steer this company in the right direction for years to come.”
NOW Inc. is one of the largest distributors to energy and industrial markets on a worldwide basis, with a legacy of over 150 years. NOW Inc. operates primarily under the DistributionNOW and Wilson Export brands. Through its network of approximately 300 locations and approximately 4,600 employees worldwide, NOW Inc. offers a comprehensive line of products and solutions for the upstream, midstream and downstream energy and industrial sectors. Our locations provide products and solutions to exploration and production companies, energy transportation companies, refineries, chemical companies, utilities, manufacturers and engineering and construction companies.
Source: NOW Inc.
NOW Inc.
Daniel Molinaro, 281-823-4941