DNOW Inc
For the period ended May 21, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 4, 2025
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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
(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)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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DNOW 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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | 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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| Table of Contents | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 |
| PROXY STATEMENT | |
| Proxy Summary | 2 |
| Proposal No. 1 – Election of Directors | 10 |
| Committees and Meetings of the Board | 19 |
| Board of Directors | 22 |
| Corporate Governance | 27 |
| Proposal No. 2 – Ratification of Independent Auditors | 38 |
| Audit Committee Report | 39 |
| Proposal No. 3 – Approval of the Compensation of our Named Executive Officers | 42 |
| Compensation Discussion and Analysis | 45 |
| Executive Officers | 45 |
| Compensation Committee Report on Executive Compensation | 71 |
| Stock Ownership | 75 |
| Executive Compensation | 77 |
| CEO Pay Ratio | 83 |
| 2024 Pay vs Performance | 85 |
| Director Compensation | 88 |
| Certain Relationships and Related Transactions | 89 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 90 |
| Stockholder Proposals for the 2026 Annual Meeting | 90 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.