Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 16, 2023, the Board of Directors (the "Board") of Dril-Quip, Inc. (the
"Company") approved and adopted the Company's Amended and Restated Bylaws (as
amended and restated, the "Bylaws"), which became effective the same day. Among
other things, the amendments: (a) enhance the procedural mechanics and
disclosure requirements relating to business proposals submitted and director
nominations made by stockholders, including by requiring, in each case:
(1) certain additional background information regarding the proposing
stockholders, proposed nominees or business, as applicable, and other persons
related to such matter, (2) a representation as to whether such stockholder will
engage in a solicitation with respect to such nomination or proposal, as
applicable, whether such solicitation will be conducted as an exempt
solicitation, the name of each participant in such solicitation, the amount of
the cost of solicitation that has been and will be borne by each participant in
such solicitation and, in the case of nominations, confirming that such
stockholder intends to deliver, in the same manner required of the Company under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a proxy
statement or form of proxy to holders of shares representing at least 67% of the
voting power of the Company's outstanding stock entitled to vote generally in
the election of directors, or in the case of other business, whether such
stockholder intends to deliver, in the same manner required of the Company under
the Exchange Act, a proxy statement or form of proxy to holders of at least the
percentage of the voting power of the Company's outstanding stock required to
approve or adopt such proposal, and (3) a representation that, promptly after
soliciting the required percentage of stockholders described above, as
applicable, the stockholder submitting such matter will provide the Company with
documents specifically demonstrating that the necessary steps have been taken to
deliver a proxy statement and form of proxy to holders of the required
percentage, as applicable, of the Company's stock; (b) clarify the procedural
mechanics with respect to additional and substitute nominees; and (c) require
that a stockholder directly or indirectly soliciting proxies from other
stockholders use a proxy card color other than white. The Bylaws also
incorporate various other updates and technical, clarifying and conforming
changes.
The foregoing summary of the amendments to the Company's Bylaws is qualified in
all respects by reference to the text of the Bylaws, a copy of which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Dril-Quip held on May 16, 2023, the
matters voted upon and the number of votes cast for or against, as well as the
number of abstentions and broker non-votes as to such matters, were as stated
below. The proposals related to each matter are described in detail in
Dril-Quip's definitive proxy statement for the annual meeting, which was filed
with the Securities and Exchange Commission on March 28, 2023.
Proposal 1-Election of Directors
The following nominees for director were elected to serve three-year terms
expiring at the 2026 annual meeting of stockholders by a majority of the votes
cast at the annual meeting:
Broker
For Against Abstentions Non-Votes
Jeffrey J. Bird 30,522,138 820,849 14,165 1,271,574
John V. Lovoi 25,195,630 6,147,874 13,648 1,271,574
Proposal 2-Approval of Appointment of Independent Registered Public Accounting
Firm
The appointment of PricewaterhouseCoopers LLP as independent registered public
accountants for Dril-Quip for 2023 was approved by the majority of the votes
cast "for" or "against" the proposal at the meeting:
For Against Abstentions Broker Non-Votes
32,346,396 281,561 769 0
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Proposal 3-Advisory Vote to Approve Executive Compensation
The advisory vote on the compensation of Dril-Quip's named executive officers
received the affirmative vote of a majority of the votes cast "for" or "against"
the proposal at the meeting:
For Against Abstentions Broker Non-Votes
30,804,785 533,880 18,487 1,271,574
Proposal 4-Advisory Vote on the Frequency of Advisory Votes to Approve Executive
Compensation
With respect to the advisory vote on the frequency with which to hold future
advisory votes on the compensation of Dril-Quip's named executive officers, "One
Year" received the highest number of affirmative votes cast for the proposal at
the meeting:
1 Year 2 Years 3 Years Abstentions Broker Non-Votes
29,917,534 2,906 1,369,785 66,927 1,271,574
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Exhibit Title or Description
3.1 Amended and Restated Bylaws of Dril-Quip, Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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