Dnow Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees as directors of the Company to hold office for one-year terms.

2. 2

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory management proposal asks shareholders to vote to approve the Company’s disclosed 2025 executive compensation program for named executive officers, including base salary, annual cash incentives, and long-term equity awards (50% time-based restricted stock and 50% performance-based shares). Management is seeking shareholder approval to validate its pay-for-performance design and broad governance features—three-year vesting for equity, performance metrics tied to EBITDA, ROCE and relative TSR, capped payouts (200%), clawback policies, ownership guidelines, and elimination of stock options—to demonstrate alignment with long-term shareholder value. The proposal is non-binding, but the Board and Compensation Committee state they will consider the vote outcome when setting future compensation and engaging with shareholders. Contextually, the Company completed a material acquisition (MRC Global) in 2025 that materially changed company scale and peer group composition, prompting updated peer benchmarking, changes to incentive rigor for 2025, and a shift to a 20-day VWAP for future equity grant valuation. Management emphasizes that a significant portion of NEO pay is at-risk (e.g., approximately 86% for CEO in 2025) and that the annual incentive plan weights EBITDA (70%) and working capital (30%) to drive operational and capital efficiency. The Compensation Committee also points to robust shareholder engagement and a 2025 say-on-pay result of ~95% in favor as evidence of shareholder support. Opposing viewpoints would focus on the advisory, non-binding nature of the vote, potential dilution from large equity grants, or whether the updated peer group and post-acquisition benchmarking may have temporarily displaced market-relative positioning; management anticipates addressing such concerns through continued engagement. The Board recommends a FOR vote, arguing that the program appropriately balances retention, long-term incentives, and risk controls while incentivizing integration of the MRC Global acquisition and return-focused performance.

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When is the Dnow Inc 2026 annual meeting?

Dnow Inc (DNOW) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Dnow Inc 2026 meeting?

The record date for the Dnow Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dnow Inc's 2026 meeting?

The board is presenting 9 director nominees at the Dnow Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dnow Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Dnow Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.