DNOW Inc. 8-K

What Happened
DNOW Inc. (DNOW) filed an 8‑K on May 20, 2026 reporting the results of its Annual Meeting of Stockholders. The Board’s nine nominees were re-elected to one‑year terms expiring in 2027, KPMG LLP was ratified as the company’s independent auditor for 2026, and the advisory vote on executive compensation ("say-on-pay") was approved.

Director vote totals (For / Against / Abstain / Broker Non‑Votes):

• Richard Alario — 157,128,697 / 4,114,934 / 42,771 / 10,324,886
• Terry Bonno — 158,708,847 / 2,519,104 / 58,451 / 10,324,886
• David Cherechinsky — 160,298,178 / 944,850 / 43,374 / 10,324,886
• Galen Cobb — 158,800,127 / 2,430,940 / 55,335 / 10,324,886
• Paul Coppinger — 156,637,730 / 4,594,348 / 54,324 / 10,324,886
• George Damiris — 160,886,648 / 163,064 / 236,690 / 10,324,886
• Karen David‑Green — 160,799,509 / 429,511 / 57,382 / 10,324,886
• Ronald Jadin — 160,892,650 / 168,073 / 225,679 / 10,324,886
• Sonya Reed — 158,371,865 / 2,859,954 / 54,583 / 10,324,886

Key Details

• All nine Board nominees were re‑elected to one‑year terms expiring in 2027; there were no other nominees.
• Auditor ratification: KPMG LLP ratified — 170,813,460 For; 769,789 Against; 28,039 Abstain; 0 Broker Non‑Votes.
• Advisory "say‑on‑pay": Approved — 155,128,968 For; 6,013,091 Against; 144,343 Abstain; 10,324,886 Broker Non‑Votes.
• "For" votes for directors ranged roughly from 156.6M (lowest) to 160.9M (highest); each director record shows 10,324,886 broker non‑votes.

Why It Matters
These results signal board continuity and governance stability for DNOW through 2027, and confirm continuity of external audit with KPMG for 2026. The advisory approval of executive compensation passed with a clear majority, though about 6 million votes opposed the pay proposal, which is useful context for investors monitoring governance and shareholder sentiment.