DNOW Inc. (NYSE: DNOW) wins strong shareholder vote for MRC Global stock issuance
Rhea-AI Filing Summary
DNOW Inc. stockholders approved the issuance of new common shares to MRC Global stockholders in connection with the previously announced merger transactions. At a special meeting held on September 9, 2025, 94,861,039 shares of DNOW common stock were represented in person or by proxy, about 88.6% of the 107,107,602 shares entitled to vote as of August 5, 2025, forming a quorum.
The stock issuance proposal passed with 94,776,670 votes for, 38,288 against, and 46,081 abstaining, clearing the required majority of shares present or represented. An adjournment proposal received 89,217,804 votes for, 5,578,367 against, and 64,868 abstaining but was not needed because the stock issuance proposal already had sufficient support. No other business came before the special meeting.
Positive
- None.
Negative
- None.
Insights
DNOW shareholders cleared a key hurdle by approving new share issuance for the MRC Global merger.
DNOW Inc. obtained strong shareholder backing to issue common stock to MRC Global stockholders as consideration in the planned merger structure. The high turnout, with 94,861,039 shares represented out of 107,107,602 eligible as of August 5, 2025, indicates broad engagement on this strategic transaction.
The stock issuance proposal saw 94,776,670 votes in favor versus 38,288 against and 46,081 abstentions, signaling overwhelming support among participating shareholders. The separate adjournment proposal drew 89,217,804 votes for and 5,578,367 against but ultimately was not needed once the issuance proposal surpassed its approval threshold.
This approval allows DNOW to move forward with issuing shares as required under the merger agreement with MRC Global, Buck Merger Sub, Inc., and Stag Merger Sub, LLC. Subsequent steps will follow the terms and conditions of that agreement and applicable regulatory and closing requirements described in the joint proxy statement/prospectus.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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. ☐
Introductory Note
As previously announced, on June 26, 2025, DNOW Inc., a Delaware corporation (the “Company” or “DNOW”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRC Global Inc., a Delaware corporation (“MRC Global”), Buck Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of DNOW (“Merger Sub”), and Stag Merger Sub, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of DNOW (“LLC Sub”). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into MRC Global (the “First Merger”), with MRC Global continuing as the surviving corporation in the First Merger and (2) immediately following the First Merger, MRC Global will be merged with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with LLC Sub continuing as the surviving company at the effective time of the Second Merger as a wholly-owned, direct subsidiary of DNOW. The Mergers and the other transactions contemplated by the Merger Agreement are herein referred to as the “Transactions.”
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 9, 2025, the Company held a special meeting of stockholders of the Company (the “DNOW Special Meeting”) at the offices of DNOW located at 7402 North Eldridge Parkway, Houston, Texas 77041 to vote upon the following matters: (i) a proposal to approve the issuance of shares of common stock of DNOW, par value $0.01 per share (the “Common Stock”) to stockholders of MRC Global in connection with the Mergers pursuant to the terms of the Merger Agreement (the “DNOW Stock Issuance Proposal”) and (ii) a proposal to approve the adjournment of the DNOW Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the DNOW Special Meeting to approve the DNOW Stock Issuance Proposal (the “Adjournment Proposal”). Prior to the DNOW Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the DNOW Special Meeting, the DNOW Stock Issuance Proposal, the Adjournment Proposal, the Transactions and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on August 5, 2025.
As disclosed in the Proxy Statement, as of the close of business on August 5, 2025, the record date for the DNOW Special Meeting, there were 107,107,602 shares of Common Stock issued and entitled to vote at the DNOW Special Meeting. Each share of Common Stock was entitled to one vote with respect to each proposal. A total of 94,861,039 shares of Common Stock, representing approximately 88.6% of the outstanding shares of Common Stock entitled to vote at the DNOW Special Meeting, were present in person or by proxy, constituting a quorum.
At the DNOW Special Meeting, the Company’s stockholders approved the DNOW Stock Issuance Proposal by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the DNOW Special Meeting.
The final voting results for the proposals voted on at the DNOW Special Meeting are set forth below:
| 1. | DNOW Stock Issuance Proposal – Approval of the issuance of shares of Common Stock to stockholders of MRC Global in connection with the Mergers pursuant to the terms of the Merger Agreement. |
| For |
Against |
Abstain | ||
| 94,776,670 |
38,288 |
46,081 |
| 2. | The Adjournment Proposal – Approval of the adjournment of the DNOW Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the DNOW Special Meeting to approve the DNOW Stock Issuance Proposal. |
| For |
Against |
Abstain | ||
| 89,217,804 |
5,578,367 |
64,868 |
Although the Adjournment Proposal was presented at the DNOW Special Meeting, sufficient votes were cast for the DNOW Stock Issuance Proposal such that the Adjournment Proposal was not necessary.
No other business properly came before the DNOW Special Meeting.
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: September 9, 2025 | DNOW INC. | |||||
| /s/ Raymond W. Chang | ||||||
| Raymond W. Chang Vice President & General Counsel | ||||||
FAQ
What did DNOW (DNOW) stockholders approve at the special meeting?
Stockholders approved the issuance of DNOW common stock to MRC Global stockholders in connection with the planned mergers described in the merger agreement.
How many DNOW shares were eligible to vote on the merger-related stock issuance?
As of the August 5, 2025 record date, 107,107,602 shares of DNOW common stock were issued and entitled to vote at the special meeting.
What was the shareholder turnout for DNOW’s special meeting on the MRC Global transaction?
A total of 94,861,039 shares of DNOW common stock were present in person or by proxy, representing approximately 88.6% of the outstanding shares entitled to vote.
What were the voting results for DNOW’s stock issuance proposal related to the MRC Global merger?
The stock issuance proposal received 94,776,670 votes for, 38,288 against, and 46,081 abstentions, achieving the required majority of shares present or represented.
Was the adjournment proposal used at DNOW’s special meeting?
An adjournment proposal received 89,217,804 votes for, 5,578,367 against, and 64,868 abstentions, but it was not needed because the stock issuance proposal already had sufficient support.
How does this vote affect the DNOW and MRC Global merger process?
The approval of the stock issuance proposal allows DNOW to issue shares to MRC Global stockholders as contemplated, satisfying a key shareholder condition for completing the mergers under the merger agreement.
