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 2, 2017

 

 

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)

Fulbright Tower, 1301 McKinney Street, Suite 2300

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))

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.

MRC Global Inc. (“MRC Global”) held its Annual Meeting of Stockholders on May 2, 2017 (the “Annual Meeting”) to: (i) elect ten members to the Board of Directors to serve for a one-year term; (ii) approve a non-binding advisory resolution approving MRC Global’s named executive officer compensation; and (iii) ratify Ernst & Young LLP as MRC Global’s independent registered public accounting firm for 2017. All of MRC Global’s directors were re-elected by a majority of the votes cast, and each of the other matters voted upon at the Annual Meeting was approved.

As of March 8, 2017, the record date (the “Record Date”) for the Annual Meeting, there were 95,035,080 shares of MRC Global common stock issued and outstanding and 94,725,406 shares entitled to vote at the Annual Meeting. On the Record Date, there were 363,000 shares of preferred stock outstanding entitled to 20,302,009 votes at the Annual Meeting, which number is equal to the number of shares of common stock into which the shares of preferred stock could be converted on the Record Date, rounded to the nearest share. Holdings of the common stock and the preferred stock vote together on all matters as a single class. 86,331,514 shares of MRC Global common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The information below reflects the number of votes cast by the holders of MRC Global common stock and preferred stock.

The number of votes for, votes withheld and non-votes for the election of each director was as follows:

 

Name		Number of Votes FOR		Number of Votes Withheld		Number of Non-Votes
Rhys J. Best		76,013,372		4,491,412		5,826,730
Leonard M. Anthony		79,162,735		1,342,049		5,826,730
Barbara J. Duganier		80,203,218		301,566		5,826,730
Craig Ketchum		79,116,072		1,388,712		5,826,730
Gerard P. Krans		79,183,827		1,320,957		5,826,730
Andrew R. Lane		79,123,017		1,381,767		5,826,730
Dr. Cornelis A. Linse		76,464,093		4,040,691		5,826,730
John A. Perkins		76,471,796		4,032,988		5,826,730
H.B. Wehrle, III		79,129,157		1,375,627		5,826,730
Robert L. Wood		76,442,393		4,062,391		5,826,730

The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the non-binding advisory resolution approving MRC Global’s named executive officer compensation was as follows:

 

Number of Votes FOR		Number of Votes Against		Abstentions		Number of Non-Votes
60,994,611		19,464,046		46,127		5,826,730

 

2

---

The number of votes for, the number of votes against, the number of abstentions and the number of broker non-votes with respect to the ratification of Ernst & Young LLP as MRC Global’s independent registered public accounting firm for 2017 was as follows:

 

Number of Votes FOR		Number of Votes Against		Abstentions		Number of Non-Votes
85,857,441		459,835		14,238		0

 

3

---

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: May 2, 2017

 

 

4