UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 24, 2023, the Board of Directors (the “Board”) of NOV Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) primarily to update the procedural mechanics for stockholder nominations of directors related to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to reflect certain recent changes to the Delaware General Corporation Law. The Bylaws also include certain technical, modernizing and clarifying changes. The amended Bylaws went into effect on February 24, 2023.
The foregoing description of the amended bylaw provisions does not purport to be complete and is qualified in its entirety by reference to the Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K, which Exhibit is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 3.1 | Amended and Restated Bylaws of NOV Inc. | |
| 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.
| Date: February 28, 2023 | NOV INC. | |||||
| /s/ Brigitte M. Hunt | ||||||
| Brigitte M. Hunt | ||||||
| Vice President | ||||||