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) December 28, 2017 (December 27, 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 December 27, 2017, the Board of Directors (the “Board”) of NOW Inc. (the “Company”) elected Paul M. Coppinger as a member of the Board, effective December 27, 2017. Mr. Coppinger will serve on the Board’s Nominating/Corporate Governance Committee and Compensation Committee. Mr. Coppinger will receive compensation for his services as a director consistent with that provided to the Company’s other non-employee directors, as previously disclosed in the Company’s annual proxy statement. Mr. Coppinger, age 56, is the Division President of Weir Oil & Gas, which is part of Weir Group PLC. Mr. Coppinger received a Bachelor of Science in Petroleum Engineering from Texas Tech University in 1984.
On December 28, 2017, the Company announced the election of Mr. Coppinger to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.
| 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 December 28, 2017 announcing the appointment of Paul Coppinger to the Board. | |
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: December 28, 2017 |
NOW INC. | |||||
| /s/ Raymond W. Chang | ||||||
| Raymond W. Chang Vice President & General Counsel | ||||||
Exhibit 99.1
NOW Inc. Announces Appointment of Paul M. Coppinger to the Board of Directors
HOUSTON—(BUSINESS WIRE)—December 28, 2017--NOW Inc. (NYSE:DNOW) announced today that Paul M. Coppinger has been appointed to the Company’s Board of Directors effective December 27, 2017. Mr. Coppinger fills a vacancy on the Board, and his term will expire at the 2020 annual meeting.
Mr. Coppinger has over 33 years of experience in the petroleum equipment and service, process equipment and flow control businesses, as well as experience in the industrial markets and manufacturing, and has held various positions of increasing responsibility, including managing domestic and international operations. Mr. Coppinger has served as Division President of Weir Oil & Gas, which is part of Weir Group PLC, a publicly traded company listed on the London Stock Exchange, since 2014. From 2012 to 2014, Mr. Coppinger served as President, Pressure Pumping, for the Weir Group, and from 2011 to 2012 as President Weir SPM. Prior to that, Mr. Coppinger was Group President of the Energy Segment of CIRCOR International, Inc. from 2001 to 2011. Mr. Coppinger received a Bachelor of Science in Petroleum Engineering from Texas Tech University in 1984. Mr. Coppinger has served on the board of directors of Petroleum Equipment & Services Association (PESA) since 2007.
Robert Workman, NOW Inc.’s President and Chief Executive Officer, said “We are extremely pleased to welcome Paul Coppinger to the NOW Inc. Board of Directors. Paul brings a wealth of operational and strategic planning experience from his long career in manufacturing and distribution. I know that each division of DistributionNOW, including industrial, downstream, completions and process solutions, will benefit from his outstanding record of industry experience and accomplishment.”
Mr. Coppinger has been appointed to the Nominating/Corporate Governance and Compensation Committees of NOW Inc.’s Board of Directors.
With the appointment of Mr. Coppinger, the Company’s Board of Directors is now comprised of nine Directors, eight of whom are external and independent including the Chairman of the Board of Directors.
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 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