DNOW (DNOW) investors re-elect nine directors and approve 2026 auditor and executive pay

Rhea-AI Filing Summary

DNOW Inc. held its Annual Meeting of Stockholders on May 20, 2026, where stockholders voted on directors, auditors, and executive pay. All nine director nominees, including Richard Alario and Sonya Reed, were re-elected to one-year terms expiring in 2027.

Stockholders also ratified KPMG LLP as the independent auditors for 2026, with 170,813,460 votes in favor and minimal opposition. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 155,128,968 votes for and 6,013,091 against, confirming support for current pay practices.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Alario director votes for: 157,128,697 votes Reed director votes for: 158,371,865 votes Auditor ratification for: 170,813,460 votes +3 more

6 metrics

Alario director votes for 157,128,697 votes Votes for election of director Richard Alario

Reed director votes for 158,371,865 votes Votes for election of director Sonya Reed

Auditor ratification for 170,813,460 votes Votes for ratifying KPMG LLP as 2026 independent auditors

Auditor ratification against 769,789 votes Votes against ratifying KPMG LLP as 2026 independent auditors

Say-on-pay for 155,128,968 votes Votes for approval of named executive officer compensation

Say-on-pay against 6,013,091 votes Votes against approval of named executive officer compensation

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent auditors, named executive officers

4 terms

Annual Meeting of Stockholders financial

"On May 20, 2026, DNOW Inc. held its Annual Meeting of Stockholders"

broker non-votes financial

"BROKER NON-VOTES 10,324,886"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditors financial

"Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

named executive officers financial

"Approval of the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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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) May 20, 2026

DNOW 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		DNOW		New York Stock Exchange

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 20, 2026, DNOW Inc. (the “Company”) held its Annual Meeting of Stockholders where the following matters were voted upon and approved by the Company’s stockholders:

1. the election of nine members to the Board of Directors;

2. the ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026; and

3. the approval, on an advisory basis, of the compensation of our named executive officers.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of directors:		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Richard Alario		157,128,697		4,114,934		42,771		10,324,886
Terry Bonno		158,708,847		2,519,104		58,451		10,324,886
David Cherechinsky		160,298,178		944,850		43,374		10,324,886
Galen Cobb		158,800,127		2,430,940		55,335		10,324,886
Paul Coppinger		156,637,730		4,594,348		54,324		10,324,886
George Damiris		160,886,648		163,064		236,690		10,324,886
Karen David-Green		160,799,509		429,511		57,382		10,324,886
Ronald Jadin		160,892,650		168,073		225,679		10,324,886
Sonya Reed		158,371,865		2,859,954		54,583		10,324,886

The nine directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2027. There were no nominees to office other than the directors elected.

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2. Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026		170,813,460		769,789		28,039		0

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers		155,128,968		6,013,091		144,343		10,324,886

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: May 20, 2026						DNOW INC.
						/s/ Raymond W. Chang
						Raymond W. Chang Vice President & General Counsel

FAQ

What did DNOW (DNOW) stockholders vote on at the May 20, 2026 annual meeting?

Stockholders voted on three items: electing nine directors to one-year terms, ratifying KPMG LLP as DNOW’s independent auditors for 2026, and approving on an advisory basis the compensation of the company’s named executive officers in a non-binding say-on-pay vote.

Were DNOW (DNOW) directors re-elected at the 2026 annual meeting?

Yes, all nine director nominees, including Richard Alario, David Cherechinsky, and Sonya Reed, were re-elected to serve one-year terms expiring in 2027. The vote totals showed strong support, with each nominee receiving over 156 million votes in favor despite some opposition and abstentions.

Did DNOW (DNOW) stockholders approve KPMG as 2026 independent auditors?

Yes, stockholders ratified KPMG LLP as DNOW’s independent auditors for 2026 with 170,813,460 votes for, 769,789 against, and 28,039 abstentions. There were no broker non-votes on this item, indicating broad participation and clear support for the auditor appointment.

How did DNOW (DNOW) investors vote on executive compensation in 2026?

In the advisory say-on-pay vote, DNOW stockholders approved compensation for the company’s named executive officers, with 155,128,968 votes for, 6,013,091 against, and 144,343 abstentions. There were 10,324,886 broker non-votes, but the result signaled general shareholder support for current pay programs.

What are broker non-votes in the DNOW (DNOW) 2026 annual meeting results?

Broker non-votes occur when brokers hold shares but lack voting instructions on certain proposals. DNOW’s director elections and say-on-pay proposal each showed 10,324,886 broker non-votes, meaning those shares were not counted as for, against, or abstain on those specific items.

Where is DNOW (DNOW) headquartered and what exchange lists its stock?

DNOW Inc. is headquartered at 7402 North Eldridge Parkway, Houston, Texas 77041. Its common stock, with a par value of $0.01 per share, trades on the New York Stock Exchange under the symbol DNOW, as noted in the company’s filing header information.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB