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): April 29, 2015
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) |
2 Houston Center, 909 Fannin Street, Suite
3100, Houston, TX 77010
(Address of principal executive offices, including zip code)
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)) |
| Item 5.02 | Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers |
Prior to the filing of the proxy statement naming candidates for directors to be elected at the 2015 Annual Meeting of Stockholders held on April 29, 2015 (the “Annual Meeting”) of MRC Global Inc. (the “Company”), one of the Company’s directors informed the Company’s board of directors (the “Board”) that he would not stand for reelection. As a result, the Board approved the reduction of the size of the Board from ten to nine members effective with the election of directors at the Annual Meeting.
After an extensive search process, on April 29, 2015, immediately following the Annual Meeting, the Board increased the size of the Board to ten directors and elected Ms. Barbara J. Duganier as a director to fill the newly created vacancy. The Company issued a press release on April 29, 2015 to announce that the Board elected Barbara J. Duganier to the Board, effective immediately. Ms. Duganier, age 56, serves as a director of the general partner of Buckeye Partners, L.P., a midstream company that primarily transports, stores and markets liquid petroleum products. Ms. Duganier will serve on the Audit Committee of the Board.
Ms. Duganier will receive the same compensation as other non-employee MRC Global directors as described in the MRC Global 2015 Proxy Statement under “Non-Employee Director compensation”.
There is no arrangement or understanding between Ms. Duganier and any other persons pursuant to which she was selected as a director. Ms. Duganier has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Duganier and the Company have entered into the Company’s standard director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their Board service, subject to the terms and conditions provided in the agreement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release dated April 29, 2015 |
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: April 29, 2015
| MRC GLOBAL INC. | ||
| By: | /s/ James E. Braun | |
| James E. Braun | ||
| Executive Vice President and Chief Financial Officer | ||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press release dated April 29, 2015 | |
Exhibit 99.1
MRC Global Elects Barbara Duganier to the Board of Directors
|
HOUSTON, TX – April 29, 2015 – MRC Global Inc. (NYSE: MRC) announced today that Barbara J. Duganier has joined MRC Global’s Board of Directors.
Ms. Duganier spent nearly a decade helping numerous large, global organizations in the energy, chemicals, mining and utilities industries become high performance businesses while serving in various leadership positions at Accenture, a management consulting, technology services and outsourcing company. While at Accenture, Ms. Duganier served as global chief strategy officer and as global growth and offering development lead for the outsourcing business.
From 1979 to 2002, Ms. Duganier, who is a licensed certified public accountant (CPA), worked at Arthur Andersen and was an equity partner for 12 years. While at Arthur Andersen, she was an auditor and financial consultant and served in various leadership and management roles, including as global chief financial officer of Andersen Worldwide. |
Ms. Duganier is a director of the general partner of Buckeye Partners, L.P., a midstream company that primarily transports, stores and markets liquid petroleum products. She is the chair of the audit committee and a member of the compensation committee of the board of the Buckeye general partner.
“I am proud to welcome Barbara as the newest member of our board,” Andrew Lane, MRC Global President, Chairman & CEO, said. “Barbara’s knowledge of the energy business, other complex industries, risk oversight processes, information systems implementation and her strategic acumen will provide an immediate, positive contribution to our Board, our company and our shareholders.”
In addition to electing Ms. Duganier as a director, she has been appointed to the Audit Committee of MRC Global’s Board. She qualifies as a financial expert and an independent director.
About MRC Global Inc.
Headquartered in Houston, Texas, MRC Global, a Fortune 500 company, is the largest global distributor, based on sales, of pipe, valves, and fittings (PVF) and related products and services to the energy industry and supplies these products and services across each of the upstream, midstream and downstream sectors. More information about MRC Global can be found at www.mrcglobal.com.
Contact:
Monica Broughton
Investor Relations
MRC Global Inc.
Monica.Broughton@mrcglobal.com
832-308-2847