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United States securities and exchange commission logo
March 25, 2024
Kelly Youngblood
Vice President and Chief Financial Officer
MRC GLOBAL INC.
1301 McKinney Street
Suite 2300
Houston, TX 77010
Re: MRC GLOBAL INC.
PRE 14A filed March
15, 2024
File No. 001-35479
Dear Kelly Youngblood:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms have the same meaning as in the proxy statement listed
above.
PRE 14A filed March 15, 2024
Governance Highlights, page 9
1. We note your disclosure
that "[a]ll directors are elected annually based on a plurality of
the votes cast in
uncontested elections." However, this appears to conflict with disclosure
elsewhere in the
preliminary proxy statement (e.g., on page 32) regarding the director
designated by the
holder of the Company's preferred stock. Please revise or advise.
Deadlines for Submitting Stockholder Proposals for 2025 Annual Meeting
of Stockholders, page
14
2. Please confirm that
your disclosure complies with the requirement to advise shareholders
of the deadline for
timely submission of dissident nominees for next year's annual
meeting. See Rule
14a-5(e)(4) and CDI 139.03 under "Proxy Rules and Schedule 14A,
available on our Web
site at https://www.sec.gov/corpfin/proxy-rules-schedules-14a-14c-
Kelly Youngblood
FirstName LastNameKelly Youngblood
MRC GLOBAL INC.
Comapany
March NameMRC GLOBAL INC.
25, 2024
March2 25, 2024 Page 2
Page
FirstName LastName
cdi.
If I hold shares in street name, does my broker need instructions to vote my
shares?, page 17
3. We note the following disclosure on page 17: "Under rules of the New
York Stock
Exchange (the NYSE ), if you hold shares of stock in street name
and do not submit
specific voting instructions to your brokers, banks or other nominees,
they generally will
have discretion to vote your shares on routine matters such as
Proposal III but will not
have the discretion to vote your shares on non-routine matters, such
as Proposals I, II and
IV." However, it is our understanding that brokers, banks and other
fiduciaries do not
discretion to vote on ANY matter if they are solicited by the
dissident. Please revise or
advise.
Who is paying for this proxy solicitation?, page 21
4. Please revise to fill in the blanks regarding approximate expected
solicitation costs and
such costs incurred to date.
Certain Information Regarding Nominees, page 35
5. Please revise to include principal occupations and employment during
the past five years
for each nominee. See Item 7(b) of Schedule 14A and Item 401(e)(1) of
Regulation S-K.
For example, there appears to be no employment information for Ms.
Adams more
recently than 2016 or for Mr. Damiris more recently than 2019.
General
6. Because this is a contested solicitation, the correct EDGAR tag is
"PREC14A" rather than
"PRE 14A." Please correct in future filings.
7. Please provide the information required by Rule 14a-16(d), including
the Web site (other
than the Commission's Web site) where the Company's soliciting
materials may be found.
While we note the reference to a site at www.viewourmaterials/mrc, it
is not clear from
your disclosure that all of your proxy materials are available there.
8. We note your disclosure in the proxy statement and the letter to
shareholders that Engine
Capital "intends to nominate" directors for election at the Annual
Meeting. Please update
your proxy disclosure to reflect that such nominations have occurred.
9. Please revise to include the information required under Item 405 of
Regulation S-K.
See Item 7(b) of Schedule 14A.
10. Please provide the information required under Item 408(b) of
Regulation S-K. See Item
7(b) of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Kelly Youngblood
MRC GLOBAL INC.
March 25, 2024
Page 3
Please direct any questions to Laura McKenzie at 202-551-4568 or
Christina Chalk
at (202) 551-3263.
FirstName LastNameKelly Youngblood Sincerely,
Comapany NameMRC GLOBAL INC.
Division of
Corporation Finance
March 25, 2024 Page 3 Office of Mergers &
Acquisitions
FirstName LastName