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): August 24, 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 |
On August 24, 2015, the board of directors (the “Board”) of MRC Global Inc. (the “Company”) held a special meeting to, among other things, discuss the addition of a director. After an extensive search process, the Board elected Robert “Bob” L. Wood as a director to fill a vacancy. The Company issued a press release on August 24, 2015 to announce that the Board elected Mr. Wood to the Board, effective immediately for an initial term expiring at the Company’s annual meeting of stockholders in 2016. Mr. Wood, age 60, currently serves as a director of Praxair, Inc. and Jarden Corporation. He is the former Chairman, President and Chief Executive Officer of Chemtura Corporation. Mr. Wood spent 26 years in various management positions within the Dow Chemical organization. He will serve on the Compensation Committee of the Board.
Mr. Wood will receive the same compensation as other non-employee Company directors as described in the MRC Global 2015 Proxy Statement under “Non-Employee Director compensation”.
There is no arrangement or understanding between Mr. Wood and any other persons pursuant to which he was selected as a director. Mr. Wood has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Wood 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 August 24, 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: August 24, 2015
| MRC GLOBAL INC. | ||
| By: | /s/ James E. Braun | |
| James E. Braun | ||
| Executive Vice President and Chief Financial Officer | ||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release dated August 24, 2015 | |
Exhibit 99.1
MRC Global Elects Robert L. Wood to the Board of Directors
|
HOUSTON, TX – August 24, 2015 – MRC Global Inc. (NYSE: MRC) announced today that Robert “Bob” L. Wood has joined MRC Global’s Board of Directors.
Mr. Wood brings 30 years of global chemical industry experience and insight as well as more than 25 years of public company board experience to MRC Global.
Mr. Wood spent 26 years in a variety of sales, marketing and management roles within the Dow Chemical organization and ultimately became the Business Group President of the Thermosets and Dow Automotive Group. This $5.5 billion business portfolio included Polyurethanes, Propylene Oxide/Propylene Glycol, Polyurethanes Systems Houses, Epoxy Products and Intermediates as well as Dow Automotive. In this role, Mr. Wood was named to Dow’s Corporate Operating Board, which was charged with setting corporate strategy and establishing corporate policies. Prior to that, Mr. Wood was the Global Vice President of Polyurethanes and Global Vice President of Engineered Plastics. |
From 2004 to 2008, Mr. Wood was Chairman, President and CEO of Crompton Corporation (merged with Great Lakes Chemical to become Chemtura Corporation in 2005), a global, specialty chemicals company listed on the New York Stock Exchange and Euronext Paris.
Mr. Wood is a director of Praxair, the largest industrial gas distribution company in North and South America, and the Jarden Corporation, a global consumer products company with a diverse portfolio of over 120 market-leading brands. He is currently the Chairman of the United States Gymnastics Foundation and has recently been added to the U.S. Olympic Committee’s board of directors. Mr. Wood is also involved with Big Brothers and Sisters of America, where he has previously served as the national chairman.
“I am proud to welcome Bob to our Board,” Andrew R. Lane, MRC Global Chairman, President & CEO, said. “His ability to succeed in difficult markets and background in leading large, global businesses in the chemical industry will strengthen our board as the global chemical market is a strategic growth area for our company.”
As a newly elected member of the Board of Directors, Mr. Wood will serve on its Compensation Committee.
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
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