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) November 17, 2014
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2014, the Compensation Committee of the Board of Directors of NOW Inc. (the “Company”) approved the grant of restricted stock awards under the Company’s Long-Term Incentive Plan for certain of the Company’s officers, including the following awards for the Company’s named executive officers:
| Name |
Award | |
| Merrill Miller, Jr. |
385,830 shares of restricted stock | |
| Robert Workman |
220,976 shares of restricted stock | |
| Daniel Molinaro |
84,181 shares of restricted stock | |
| Raymond Chang |
66,644 shares of restricted stock | |
| David Cherechinsky |
47,352 shares of restricted stock |
Each restricted stock award will vest in full six (6) years from the grant date (rather than vesting in full three (3) years from the grant date, which the Company expects to implement in connection with incentive awards granted as part of its annual grant cycle). The restricted stock awards were granted in recognition of the larger, more significant leadership roles assumed by certain of the named executive officers in connection with the Company’s spin-off from National Oilwell Varco, Inc. and for retention purposes. The form of restricted stock award agreement is filed as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being filed herewith:
| 10.1 | Form of Restricted Stock Award Agreement (6 year cliff vest). |
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: November 19, 2014 |
NOW INC. | |||||
| /s/ Raymond W. Chang | ||||||
| Raymond W. Chang Vice President & General Counsel | ||||||
Index to Exhibits
| 10.1 | Form of Restricted Stock Award Agreement (6 year cliff vest). |