UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
MRC GLOBAL INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | ||||
| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| Online | ||||
| Go to www.investorvote.com/MRC or scan the QR code — login details are located in the shaded bar below. | ||||
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Votes submitted electronically must be received by 11:59 p.m., Houston, TX Time, on May 4, 2022. | |||
Important Notice Regarding the Availability of Proxy Materials for the
MRC Global Inc. Stockholder Meeting to be Held on May 5, 2022
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2022 Proxy Statement and Annual Report are available at:
| Easy Online Access – View your proxy materials and vote. | ||||||
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Step 1: |
Go to www.investorvote.com/MRC. | ||||
| Step 2: | Click on the icon on the right to view meeting materials. | |||||
| Step 3: | Return to the investorvote.com window and follow the instructions on the screen to log in. | |||||
| Step 4: | Make your selections as instructed on each screen for your delivery preferences. | |||||
| Step 5: | Vote your shares. | |||||
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
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Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 21, 2022 to facilitate timely delivery. | |
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MRC Global Inc.’s Annual Meeting of Stockholders will be held on Thursday, May 5, 2022, at 10:00 a.m., Houston, Texas time, virtually via the internet at www.meetnow.global/MA9SWK7. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends a vote “FOR” the election of each of the nominees listed below and “FOR” Proposals II, III and IV:
| I. | Election of Directors: |
01 - Deborah G. Adams
02 - Leonard M. Anthony
03 - George John Damiris
04 - Barbara J. Duganier
05 - Ronald L. Jadin
06 - Cornelis A. Linse
07 - Robert J. Saltiel, Jr.
08 - Robert L. Wood
| II. | Approve a non-binding advisory resolution approving the Company’s named executive officer compensation. |
| III. | Approve an Amendment to the Company’s 2011 Omnibus Incentive Plan, as amended. |
| IV. | Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2022. |
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card.
MRC GLOBAL INC.
Annual Meeting of Stockholders
May 5, 2022
10:00 a.m. Houston, Texas time
Virtual Meeting via the Internet at www.meetnow.global/MA9SWK7
Please monitor our website at https://www.mrcglobal.com and click on Investor Relations for updated information.
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Here’s how to order a copy of the proxy materials and select delivery preferences: | |||
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Current and future delivery requests can be submitted using the options below. | ||||
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If you request an email copy, you will receive an email with a link to the current meeting materials. | ||||
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PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. | ||||
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Internet – Go to www.investorvote.com/MRC. | |||
| — | Phone – Call us free of charge at 1-866-641-4276. | |||
| — | Email – Send an email to investorvote@computershare.com with “Proxy Materials MRC Global Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. | |||
| To facilitate timely delivery, requests for a paper copy of proxy materials must be received by April 21, 2022. | ||||