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NOV Inc. (NYSE: NOV) holders back board, pay plan and twin dividends

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NOV Inc. reported results from its Annual Meeting of Stockholders and announced cash dividends. Stockholders re-elected nine directors to one-year terms through the 2027 annual meeting, ratified Ernst & Young LLP as independent auditor for 2026, and approved on an advisory basis the compensation of named executive officers.

The Board declared a regular quarterly cash dividend of $0.09 per share, payable on June 26, 2026 to stockholders of record on June 12, 2026. It also declared a supplemental cash dividend of $0.09 per share as part of the 2025 return of capital plan, payable on June 12, 2026 to stockholders of record on June 1, 2026.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Regular quarterly dividend $0.09 per share Payable June 26, 2026 to stockholders of record on June 12, 2026
Supplemental dividend $0.09 per share Payable June 12, 2026 to stockholders of record on June 1, 2026
Auditor ratification votes for 319,823,883 votes Ratification of Ernst & Young LLP as independent auditor for 2026
Say-on-pay votes for 316,330,033 votes Advisory approval of compensation of named executive officers
Director Bayardo votes for 314,865,718 votes Election of Jose A. Bayardo to the Board of Directors
Broker non-votes on director elections 17,668,499 votes Broker non-votes reported for each director election item
Annual Meeting of Stockholders financial
"On May 20, 2026, NOV Inc. (the “Company”) held its Annual Meeting of Stockholders"
supplemental dividend financial
"the Board declared a supplemental dividend of $0.09 per share as part of the Company’s 2025 return of capital plan"
A supplemental dividend is an extra cash payment a company gives shareholders on top of its regular dividend, usually one-time or occasional and paid from surplus cash or proceeds from a specific event. It matters to investors because it can signal that the company has excess funds and is returning value to owners, similar to a workplace bonus, but since it’s often non-recurring it can change expectations about future income and stock valuation.
return of capital plan financial
"as part of the Company’s 2025 return of capital plan"
broker non-votes financial
"BROKER NON-Votes 3. Approval, on an advisory basis, of the compensation"
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 auditor financial
"the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
forward-looking statements regulatory
"Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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

 

 

NOV INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-12317

76-0475815

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

10353 Richmond Ave.

 

Houston, Texas

 

77042

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 346 223-3000

 

 

(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 per share

 

NOV

 

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, NOV Inc. (the “Company”) held its Annual Meeting of Stockholders at which 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 Ernst & Young LLP as the Company’s independent auditor for 2026; and

 

3. the approval, on an advisory basis, of the compensation of the Company’s 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

Jose A. Bayardo

314,865,718

5,039,993

87,694

17,668,499

Sanjay K. Chowbey

319,458,446

420,126

114,833

17,668,499

Marcela E. Donadio

313,999,052

5,887,945

106,408

17,668,499

David D. Harrison

311,370,833

8,488,188

134,384

17,668,499

Christian S. Kendall

318,877,381

1,025,815

90,209

17,668,499

Patricia Martinez

318,316,684

1,520,411

156,310

17,668,499

Patricia B. Melcher

319,494,718

403,167

95,520

17,668,499

William R. Thomas

318,132,659

1,770,354

90,392

17,668,499

Robert S. Welborn

301,248,642

18,651,008

93,755

17,668,499

 

The nine directors nominated by the Board of Directors (the "Board") were re-elected to serve one-year terms until the annual meeting 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 Ernst & Young LLP as the Company’s independent auditor for 2026

319,823,883

17,723,471

114,550

0

 

 

 

 

For

Against

Abstain

BROKER NON-Votes

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers

316,330,033

3,453,317

210,055

17,668,499

8.01 Other Events.

On May 20, 2026, the Board declared a supplemental dividend of $0.09 per share as part of the Company’s 2025 return of capital plan. The supplemental dividend is payable on June 12, 2026 to each stockholder of record on June 1, 2026.

The Board also declared a regular quarterly dividend of $0.09 per share, payable on June 26, 2026 to each stockholder of record on June 12, 2026.

A copy of the press release issued by the Company on May 21, 2026 is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

 

99.1

NOV Declares Regular Quarterly Dividend and Supplemental Dividend

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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.

 

 

 

NOV INC.

 

 

 

 

Date:

May 22, 2026

By:

/s/ Peter F. Vranderic

 

 

 

Peter F. Vranderic, Vice President

 


img244011888_0.jpg

 

NEWS

Contact: Amie D’Ambrosio (713) 375-3826

 

FOR IMMEDIATE RELEASE

 

NOV Declares Regular Quarterly Dividend and Supplemental Dividend

 

HOUSTON, TX, May 21, 2026 – NOV Inc. (NYSE: NOV) announced today that its Board of Directors declared a regular quarterly cash dividend of $0.09 per share of common stock, payable on June 26, 2026 to each stockholder of record on June 12, 2026.

 

NOV also announced today that its Board of Directors declared a supplemental cash dividend of $0.09 per share of common stock as part of the Company’s 2025 return of capital plan. The supplemental dividend is payable on June 12, 2026 to each stockholder of record on June 1, 2026.

 

About NOV

NOV delivers technology-driven solutions to empower the global energy industry. For more than 160 years, NOV has pioneered innovations that enable its customers to safely and efficiently produce abundant energy while minimizing environmental impact. NOV powers the industry that powers the world.

 

Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from the actual future events or results. Readers are referred to documents filed by NOV with the Securities and Exchange Commission, including the Annual Report on Form 10-K, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements. These statements speak only as of the date of this document, and we undertake no obligation to update or revise the statements, except as may be required by law.

 

Visit www.nov.com for more information.

 

Source: NOV Inc.

 

CONTACT:

Amie D’Ambrosio

Director, Investor Relations

(713) 375-3826

amie.dambrosio@nov.com


FAQ

What did NOV (NOV) stockholders approve at the 2026 annual meeting?

NOV stockholders re-elected nine directors, ratified Ernst & Young LLP as independent auditor for 2026, and approved on an advisory basis the compensation of named executive officers. These items all received strong support based on the reported vote totals.

How much is NOV (NOV) paying in its regular quarterly dividend?

NOV declared a regular quarterly cash dividend of $0.09 per share of common stock. It will be paid on June 26, 2026 to stockholders recorded as owning shares on June 12, 2026, providing a recurring cash return to shareholders.

What is NOV (NOV)’s supplemental dividend and when will it be paid?

NOV declared a supplemental cash dividend of $0.09 per share as part of its 2025 return of capital plan. This supplemental dividend will be paid on June 12, 2026 to stockholders of record on June 1, 2026, in addition to the regular dividend.

Who is NOV (NOV)’s independent auditor for 2026?

Stockholders ratified the appointment of Ernst & Young LLP as NOV’s independent auditor for 2026. The ratification received 319,823,883 votes for, 17,723,471 against, and 114,550 abstentions, with no broker non-votes reported on this proposal.

How did NOV (NOV) stockholders vote on executive compensation?

NOV stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The advisory vote received 316,330,033 votes for, 3,453,317 against, and 210,055 abstentions, with 17,668,499 broker non-votes, indicating broad shareholder support for the pay program.

When are the record dates for NOV (NOV)’s declared dividends?

For the supplemental $0.09 dividend, the record date is June 1, 2026. For the regular $0.09 quarterly dividend, the record date is June 12, 2026. Payments occur on June 12, 2026 and June 26, 2026, respectively, to investors of record on those dates.

Filing Exhibits & Attachments

2 documents