Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by DNOW Inc. on May 20, 2026. The filing details the submission of matters to a vote of security holders, including the election of directors, auditor ratification, and executive compensation approval.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Three primary matters were voted upon and approved by stockholders:
- Election of Directors: Nine nominees were re-elected to serve one-year terms expiring in 2027. All nominees received significant majority support, with "For" votes ranging from approximately 156.6 million to 160.9 million. "Against" votes ranged from approximately 163,000 to 4.6 million.
- Auditor Ratification: Stockholders ratified the appointment of KPMG LLP as the independent auditor for 2026. The proposal received 170,813,460 "For" votes versus 769,789 "Against" votes.
- Executive Compensation: The compensation of named executive officers was approved on an advisory basis. The proposal received 155,128,968 "For" votes versus 6,013,091 "Against" votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the reporting of voting outcomes.
Investor Verification Checklist
- Verify the term expiration date for the newly elected directors (2027).
- Confirm the appointment of KPMG LLP as the independent auditor for the 2026 fiscal year.
- Review the specific compensation details for named executive officers referenced in the advisory vote.
- Note the number of broker non-votes (10,324,886) recorded for the director election and executive compensation proposals.