Business Context and Reporting Period
This Form 8-K is a current report filed by DNOW Inc. (formerly NOW Inc.) on November 17, 2021, covering events occurring on November 12, 2021, and November 17, 2021. The company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol DNOW.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and executive compensation matters rather than financial performance data.
Material Changes
- Executive Employment Agreement: On November 12, 2021, the Company entered into an employment agreement with Ms. Rocio Surratt. The agreement confirms her current annual base salary, eligibility for the annual bonus plan based on Board-established performance criteria, and potential long-term equity incentive awards. It also includes standard non-competition, non-solicitation, and confidentiality covenants.
- Bylaw Amendment: On November 17, 2021, the Board of Directors approved an amendment to the Company's Bylaws to rename the "Nominating/Corporate Governance Committee" to the "Environmental, Social, Governance, and Nominating Committee."
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. No specific risks or contingencies are disclosed in this report, other than the standard legal covenants associated with the executive employment agreement.
Investor Verification Checklist
- Verify the specific terms of Ms. Rocio Surratt's compensation in the Company's Definitive Proxy Statement on Schedule 14A filed on April 8, 2021.
- Review the full text of the amended Bylaws (Exhibit 3.2) to confirm the scope of the committee name change.
- Confirm the current trading symbol and exchange listing status (NYSE: DNOW).