Form 8-K

 

 

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): April 29, 2015

 

 

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35479   20-5956993

(State or other jurisdiction of

incorporation)

  (Commission File Number)   (I.R.S. Employer
Identification Number)

2 Houston Center, 909 Fannin, Suite 3100,

Houston, TX 77010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 294-7574

 

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

MRC Global Inc. (“MRC Global”) held its Annual Meeting of Stockholders on April 29, 2015 (the “Annual Meeting”) to: (i) elect nine members to the Board of Directors to serve for a one-year term; (ii) conduct an advisory vote on a non-binding advisory resolution approving MRC Global’s named executive officer compensation; (iii) approve an amendment to MRC Global’s 2011 Omnibus Incentive Plan; (iv) approve the material terms of the performance goals for performance awards under MRC Global’s 2011 Omnibus Incentive Plan; and (v) ratify Ernst & Young LLP as MRC Global’s independent registered public accounting firm for 2015. All of MRC Global’s directors up for re-election were re-elected by a majority of the votes cast and each of the other matters voted upon at the Annual Meeting was approved.

As of March 5, 2015, the record date for the Annual Meeting, there were 102,359,333 shares of MRC Global common stock issued and outstanding and entitled to vote at the Annual Meeting and 92,066,964 shares of MRC Global common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The information below reflects the number of votes cast by the holders of MRC Global common stock.

The number of votes for, votes withheld and non-votes for the election of each director up for re-election was as follows:

 

Name

  

Number of Votes FOR

  

Number of Votes Withhled

  

Number of Non-Votes

Andrew R. Lane

   78,074,668    2,572,208    11,420,088

Leonard M. Anthony

   79,201,882    1,444,994    11,420,088

Rhys J. Best

   78,634,242    2,012,634    11,420,088

Henry Cornell

   79,297,181    1,349,695    11,420,088

Craig Ketchum

   78,560,545    2,086,331    11,420,088

Gerard P. Krans

   79,304,183    1,342,693    11,420,088

Dr. Cornelis A. Linse

   80,254,021    392,855    11,420,088

John A. Perkins

   79,776,275    870,601    11,420,088

H.B. Wehrle, III

   78,641,861    2,005,015    11,420,088

The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the advisory vote on a non-binding advisory resolution approving MRC Global’s named executive officer compensation was as follows:

 

Number of Votes FOR

  

Number of Votes Against

  

Abstensions

  

Number of Non-Votes

        78,455,406

   2,169,548    21,922    11,420,088

The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the amendment to MRC Global’s 2011 Omnibus Incentive Plan was as follows:

 

Number of Votes FOR

  

Number of Votes Against

  

Abstensions

  

Number of Non-Votes

        78,210,427

   2,423,238    13,211    11,420,088

 

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The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the material terms of the performance goals for performance awards under MRC Global’s 2011 Omnibus Incentive Plan was as follows:

 

Number of Votes FOR

  

Number of Votes Against

  

Abstensions

  

Number of Non-Votes

        78,205,666

   2,427,724    13,486    11,420,088

The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the ratification of Ernst & Young LLP as MRC Global’s independent registered public accounting firm for 2015 was as follows:

 

Number of Votes FOR

  

Number of Votes Against

  

Abstensions

  

Number of Non-Votes

        90,832,827

   1,202,109    32,028    0

 

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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: April 30, 2015
MRC GLOBAL INC.
By: /s/ Daniel J. Churay

Daniel J. Churay

Executive Vice President – Corporate Affairs,

General Counsel and Corporate Secretary

 

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