Shareholders back MRC Global (NYSE: MRC) merger deal with DNOW

Rhea-AI Filing Summary

MRC Global Inc. reported that its stockholders approved its previously announced merger with DNOW Inc. at a special meeting held on September 9, 2025. Shareholders voted on the merger agreement, related executive compensation and a potential adjournment of the meeting.

The merger proposal passed with 75,749,444 votes in favor, 132,446 against and 419,623 abstentions, out of 76,301,513 shares present or represented by proxy. Stockholders also approved, on a non-binding basis, the merger-related compensation for named executive officers and the adjournment proposal, although adjournment was ultimately not needed.

Positive

• Shareholders strongly approved the DNOW merger, with 75,749,444 votes in favor versus 132,446 against, clearing a key closing condition for the transaction.
• Merger-related executive compensation received advisory support, with 68,719,929 votes for and 7,480,608 against, reducing potential governance friction around deal-linked payouts.

Negative

• None.

Insights

M&A and corporate governance analyst

MRC Global shareholders cleared all key votes to advance the DNOW merger.

The special meeting results show strong support for the merger with DNOW Inc., with 75,749,444 votes cast for the merger proposal versus 132,446 against. This indicates broad backing among voting shareholders for the transaction structure described in the joint proxy statement/prospectus.

Advisory approval of merger-related executive compensation also passed, with 68,719,929 votes for and 7,480,608 against, suggesting acceptance of the payout framework linked to the deal. The adjournment proposal received majority support as well, though it was ultimately unnecessary because the merger proposal already had sufficient votes.

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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): September 9, 2025

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35479		20-5956993
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1301 McKinney Street, Suite 2300

Houston, Texas 77010

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (877) 294-7574

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 (see General Instruction A.2. below):

☐ 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		MRC		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. ☐

Introductory Note

As previously announced, on June 26, 2025, MRC Global Inc., a Delaware corporation (“MRC Global” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DNOW Inc., a Delaware corporation (“DNOW”), 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 (the time the First Merger becomes effective, the “Effective Time”) 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 “Special Meeting”) at the offices of MRC Global located at 1301 McKinney Street, Houston, Texas 77010 to vote upon the following matters: (i) a proposal to approve and adopt the Merger Agreement and the Transactions (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers (the “Compensation Advisory Proposal”) and (iii) a proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). Prior to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger Proposal, the Compensation Advisory 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 Special Meeting, there were 85,084,457 shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), issued and outstanding. Each issued and outstanding share of Company Common Stock entitled its holder of record to one vote on each matter to be considered at the Special Meeting. At the Special Meeting, 76,301,513 shares of Company Common Stock eligible to vote were present during the Special Meeting or represented by proxy, constituting a quorum.

At the Special Meeting, the Company’s stockholders approved the Merger Proposal, the Compensation Advisory Proposal and the Adjournment Proposal (each of which is more fully described in the Proxy Statement) by the affirmative vote of the number of shares of Company Common Stock required to approve such proposals.

The results of the Company stockholder votes taken at the Special Meeting, by proposal, were as follows:

Proposal 1 – Merger Proposal

For		Against		Abstentions
75,749,444		132,446		419,623

Proposal 2 – Compensation Advisory Proposal

For		Against		Abstentions
68,719,929		7,480,608		100,976

Proposal 3 – Adjournment Proposal

For		Against		Abstentions
72,807,439		3,424,356		69,718

As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was presented at the Special Meeting but not needed.

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

MRC GLOBAL INC.
By:		/s/ Kelly Youngblood
		Kelly Youngblood
		Executive Vice President and Chief Financial Officer

FAQ

What did MRC (MRC Global Inc.) shareholders approve at the special meeting?

Shareholders approved the merger agreement with DNOW Inc., a non-binding advisory vote on merger-related executive compensation, and an adjournment proposal. All three proposals received the required affirmative votes at the September 9, 2025 special meeting.

How did MRC Global shareholders vote on the DNOW merger proposal?

The merger proposal received 75,749,444 votes for, 132,446 against and 419,623 abstentions. This support came from 76,301,513 shares present or represented by proxy, meeting the quorum requirement and providing strong approval to proceed with the DNOW transaction.

What were the vote results for MRC Global’s compensation advisory proposal?

Stockholders approved the non-binding merger-related compensation advisory proposal with 68,719,929 votes for, 7,480,608 against and 100,976 abstentions. This reflects shareholder support for the compensation that may be paid or become payable to named executive officers in connection with the mergers.

Did MRC Global shareholders approve the adjournment proposal at the meeting?

Yes. The adjournment proposal received 72,807,439 votes for, 3,424,356 against and 69,718 abstentions. However, adjournment was not needed because there were already sufficient votes to approve the merger proposal at the special meeting.

How many MRC Global shares were eligible to vote on the merger with DNOW?

As of the August 5, 2025 record date, 85,084,457 shares of MRC Global common stock were issued and outstanding. At the special meeting, 76,301,513 shares were present or represented by proxy, constituting a quorum for voting on all proposals.

Where and when was MRC Global’s special meeting on the DNOW merger held?

The special meeting took place on September 9, 2025 at MRC Global’s offices at 1301 McKinney Street, Houston, Texas 77010. Shareholders considered the merger proposal, compensation advisory proposal and adjournment proposal at this meeting.