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): October 31, 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 5.02 | Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers |
After an extensive search process, the Board elected Deborah G. Adams as a director. The Company issued a press release on October 31, 2017 to announce that the Board elected Ms. Adams to the Board, effective immediately for an initial term expiring at the Company’s annual meeting of stockholders in 2018. Ms. Adams, age 56, previously served on the Executive Leadership Team as the Senior Vice President of HSE, Projects and Procurement of Phillips 66. Ms. Adams spent over 30 years in various management and operational positions within the Phillips 66 organization as well as its predecessor companies. She will serve on the Audit and Compensation Committees of the Board.
Ms. Adams will receive the same compensation as other non-employee Company directors as described in the MRC Global 2017 Proxy Statement under “Non-Employee Director Compensation”.
There is no arrangement or understanding between Ms. Adams and any other persons pursuant to which she was selected as a director. Ms. Adams has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Adams 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 October 31, 2017 | |
2
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press release dated October 31, 2017 | |
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: October 31, 2017
| MRC GLOBAL INC. | ||
| By: | /s/ James E. Braun | |
| James E. Braun | ||
| Executive Vice President and Chief Financial Officer | ||
4
Exhibit 99.1
MRC Global Elects Deborah Adams to the Board of Directors
|
HOUSTON, TX – October 31, 2017 – MRC Global Inc. (NYSE: MRC) announced today that Deborah G. Adams has joined MRC Global’s Board of Directors.
Ms. Adams, has over 30 years of management and operational experience at Phillips 66, an energy manufacturing and logistics company, as well as its predecessor companies. She has held a variety of roles including procurement, corporate strategy, commercial and business development, information systems and engineering. Her global experience covers the energy value chain with a heavy focus on both midstream and downstream.
From 2014 until 2016, Ms. Adams served on the Executive Leadership Team at Phillips 66 as Senior Vice President of HSE, Projects and Procurement. From 2008 – 2014, she led the midstream operations of Phillips 66 and ConocoPhillips as the Division President of Transportation. She has also held various leadership posts including leading the international refining business for ConocoPhillips as well as serving on several of ConocoPhillips’ joint venture boards. Ms. Adams is also a board member for BakerRipley and serves her alma mater, Oklahoma State University, as a member of the Foundation Board of Trustees and on the Board of Governors. In 2014, Ms. Adams was inducted into the Oklahoma State University College of Engineering, Architecture and Technology Hall of Fame, and in 2015, the National Diversity Council named Ms. Adams to the list of the Top 50 Most Powerful Women in Oil and Gas. | |
“I am pleased to welcome Deborah, a new independent director, to our board,” said Andrew R. Lane, MRC Global’s president and CEO. “Deborah’s in-depth knowledge of the midstream and downstream businesses and her customer view of the procurement function are a valuable addition to our Board.”
Ms. Adams has been appointed to the Audit and Compensation Committees of MRC Global’s Board.
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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