Additional Proxy Soliciting Materials (definitive) (defa14a)
06 Avril 2023 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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. |
NOW Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
☐ |
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. |
Explanatory Note
The Summary Compensation Table included in our proxy statement filed on April 6, 2023, included a formatting error. The compensation data
included in the table is correct. A correctly formatted Summary Compensation Table is included below in this supplemental filing. The Summary Compensation Table included in the proxy statement available to stockholders online as part of
notice and access includes the properly formatted table.
There are no other changes to the proxy statement.
EXECUTIVE COMPENSATION
The following table sets forth for the year ended December 31, 2022 the compensation paid by the Company to its named executive officers (the Named
Executive Officers) serving in such capacity at December 31, 2022.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
(a) |
|
Year (b) |
|
|
Salary ($) (c) |
|
|
Bonus ($) (d) |
|
|
Stock Awards ($)(1) (e) |
|
|
Option Awards ($)(2) (f) |
|
|
Non-Equity Incentive Plan Compensation ($)(3) (g) |
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) |
|
|
All Other Compensation ($)(4) (i) |
|
|
Total ($) (j) |
|
David Cherechinsky
President & Chief Executive Officer |
|
|
2022 2021
2020 |
|
|
$ $ $ |
797,116 650,000
554,808 |
|
|
|
|
|
|
$ $ $ |
3,232,886 3,309,101
498,233 |
|
|
$ $ |
996,734
207,971 |
|
|
$ $ |
1,421,822 1,032,646
|
|
|
|
|
|
|
$ $ |
11,077
13,976 |
|
|
$ $ $ |
5,462,901 5,988,481
1,274,988 |
|
Mark Johnson
Senior Vice President & Chief Financial Officer |
|
|
2022 2021
2020 |
|
|
$ $ $ |
448,750 385,000
324,923 |
|
|
|
|
|
|
$ $ $ |
754,352 837,732
189,083 |
|
|
$ $ |
252,340
78,928 |
|
|
$ $ |
639,820 489,316
|
|
|
|
|
|
|
$ $ |
12,200
6,309 |
|
|
$ $ $ |
1,855,122 1,964,388
599,243 |
|
Raymond Chang
VP, General Counsel, & Secretary |
|
|
2022 2021
2020 |
|
|
$ $ $ |
439,462 412,000
412,000 |
|
|
|
|
|
|
$ $ $ |
754,352 544,539
375,177 |
|
|
$ $ |
164,018
156,604 |
|
|
$ $ |
625,602 523,631
|
|
|
|
|
|
|
$ $ |
12,200
11,410 |
|
|
$ $ $ |
1,831,616 1,644,188
955,191 |
|
Kelly Munson
Chief Administrative and Information Officer |
|
|
2022 2021
2020 |
|
|
$ $ $ |
313,269 225,000
188,077 |
|
|
|
|
|
|
$ $ $ |
538,827 460,760
177,572 |
|
|
$ $ |
138,784
75,358 |
|
|
$ $ |
447,874 285,964
|
|
|
|
|
|
|
$ $ |
10,904
3,692 |
|
|
$ $ $ |
1,310,874 1,110,508
444,699 |
|
Rocio Surratt
VP Finance and Corporate Controller |
|
|
2022 2021
2020 |
|
|
$ $ $ |
223,750 160,000
76,923 |
|
|
|
|
|
|
$ $ |
269,423 209,434
|
|
|
$ |
63,084
|
|
|
$ $ |
259,927 165,223
|
|
|
|
|
|
|
$ |
8,654
|
|
|
$ $ $ |
761,754 597,741
76,923 |
|
(1) |
The amounts reported in this column represent the aggregate grant date fair value of stock awards granted in
the relevant year compiled in accordance with FASB Topic 718, excluding forfeiture estimates. Refer to the Companys 2022 Annual Report on Form 10-K, for all relevant valuation assumptions used to
determine the grant date fair value of the stock awards included in this column. On February 22, 2022, the Named Executive Officers were granted shares of performance-based share awards, which are included in this column in the table above. The
grants vest on the third anniversary of the date of grant, contingent on performance against three separate, independently established goals. For a more detailed discussion, see the section titled Long-Term Incentive Compensation. For
the performance-based share awards, the value as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, based upon the probable outcome of such conditions were as follows: Mr. Cherechinsky - $1,732,888;
Mr. Chang - $404,347; Mr. Johnson - $404,347; Ms. Munson - $288,822; and Ms. Surratt - $144,421. For the performance-based share awards, the value as of the grant date under FASB ASC Topic 718, excluding the effect of estimated
forfeitures, assuming that the highest level of performance conditions will be achieved were as follows: Mr. Cherechinsky - $2,999,997; Mr. Chang - $700,009; Mr. Johnson - $700,009; Ms. Munson - $500,009; and Ms. Surratt -
$250,005. The amounts reported in this column represent the aggregate grant date fair value of option awards granted in the relevant year compiled in accordance with FASB ASC Topic 718, excluding forfeiture estimates. Refer to the Companys
2022 Annual Report on Form 10-K, for all relevant valuation assumptions used to determine the grant date fair value of option awards included in this column. The Company decided to eliminate stock option
grants from its 2022 long-term incentive compensation. |
(2) |
Starting in 2015, the Named Executive Officers have participated in the NOW Inc. Annual Incentive Plan. For
further information, see the section titled Annual Incentive Award. |
(3) |
The amounts include cash contributions under the Companys 401k Plan and under the Supplemental Plan, both
defined contribution plans. On April 1, 2020, the Company announced that it would suspend all Company contributions to the 401k and Supplemental Plans effective May 1, 2020. The Company reinstated company contributions at the rate of $1.00
per $1.00 employee contribution for the first 4% of the employees salary effective the first pay cycle of 2022. |
(4) |
The amounts include cash contributions under the Companys 401k Plan and under the Supplemental Plan, both
defined contribution plans. On April 1, 2020, the Company announced that it would suspend all Company contributions to the 401k and Supplemental Plans effective May 1, 2020. The Company reinstated company contributions at the rate of $1.00
per $1.00 employee contribution for the first 4% of the employees salary effective January 2022. |
DNOW (NYSE:DNOW)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
DNOW (NYSE:DNOW)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025