UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 16, 2023, the Board of Directors (the “Board”) of Dril-Quip, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), which became effective the same day. Among other things, the amendments: (a) enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by requiring, in each case: (1) certain additional background information regarding the proposing stockholders, proposed nominees or business, as applicable, and other persons related to such matter, (2) a representation as to whether such stockholder will engage in a solicitation with respect to such nomination or proposal, as applicable, whether such solicitation will be conducted as an exempt solicitation, the name of each participant in such solicitation, the amount of the cost of solicitation that has been and will be borne by each participant in such solicitation and, in the case of nominations, confirming that such stockholder intends to deliver, in the same manner required of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a proxy statement or form of proxy to holders of shares representing at least 67% of the voting power of the Company’s outstanding stock entitled to vote generally in the election of directors, or in the case of other business, whether such stockholder intends to deliver, in the same manner required of the Company under the Exchange Act, a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding stock required to approve or adopt such proposal, and (3) a representation that, promptly after soliciting the required percentage of stockholders described above, as applicable, the stockholder submitting such matter will provide the Company with documents specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of the required percentage, as applicable, of the Company’s stock; (b) clarify the procedural mechanics with respect to additional and substitute nominees; and (c) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. The Bylaws also incorporate various other updates and technical, clarifying and conforming changes.
The foregoing summary of the amendments to the Company’s Bylaws is qualified in all respects by reference to the text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of Dril-Quip held on May 16, 2023, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in Dril-Quip’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 28, 2023.
Proposal 1-Election of Directors
The following nominees for director were elected to serve three-year terms expiring at the 2026 annual meeting of stockholders by a majority of the votes cast at the annual meeting:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Jeffrey J. Bird |
30,522,138 | 820,849 | 14,165 | 1,271,574 | ||||||||||||
| John V. Lovoi |
25,195,630 | 6,147,874 | 13,648 | 1,271,574 | ||||||||||||
Proposal 2-Approval of Appointment of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as independent registered public accountants for Dril-Quip for 2023 was approved by the majority of the votes cast “for” or “against” the proposal at the meeting:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 32,346,396 | 281,561 | 769 | 0 |
Proposal 3-Advisory Vote to Approve Executive Compensation
The advisory vote on the compensation of Dril-Quip’s named executive officers received the affirmative vote of a majority of the votes cast “for” or “against” the proposal at the meeting:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 30,804,785 | 533,880 | 18,487 | 1,271,574 |
Proposal 4-Advisory Vote on the Frequency of Advisory Votes to Approve Executive Compensation
With respect to the advisory vote on the frequency with which to hold future advisory votes on the compensation of Dril-Quip’s named executive officers, “One Year” received the highest number of affirmative votes cast for the proposal at the meeting:
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 29,917,534 | 2,906 | 1,369,785 | 66,927 | 1,271,574 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Exhibit Title or Description | |
| 3.1 | Amended and Restated Bylaws of Dril-Quip, Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
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.
| DRIL-QUIP, INC. | ||
| By: | /s/ James C. Webster | |
| James C. Webster | ||
| Vice President, General Counsel and Secretary | ||
Date: May 18, 2023