Nov Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect nine nominees (Jose A. Bayardo, Sanjay K. Chowbey, Marcela E. Donadio, David D. Harrison, Christian S. Kendall, Patricia Martinez, Patricia B. Melcher, William R. Thomas, and Robert S. Welborn) to serve as directors for a one-year term.

2. 2

   Ratification of Independent Auditors

   ManagementBoard: FOR

   To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for fiscal year 2026.

3. 3

   Advisory Approval of Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This is a non-binding, advisory ‘say-on-pay’ proposal asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to confirm that its compensation philosophy—emphasizing pay-for-performance, a balanced mix of annual and long-term incentives, and retention through multi-year vesting—is aligned with stockholder interests. The Company ties annual incentives to Adjusted EBITDA, a working capital modifier, and safety metrics, while long-term incentives are split between TSR-relative performance and returns-based metrics (NVA), with recently announced 2026 modifications increasing performance award weighting and replacing the NVA portion with a return-on-capital-employed construct. The Board highlights governance safeguards—caps on bonus payouts, stock ownership guidelines, clawback/recoupment policies, and multi-year vesting—to mitigate excessive risk-taking. Management notes strong prior shareholder support (over 97% approval in 2025) as evidence of endorsement of the program. While the vote is advisory and non-binding, the Board and Compensation Committee will review results and consider them in future compensation decisions. The proposal’s practical effect is reputational and informational: a failure of support would likely trigger investor engagement and potential adjustments to compensation design, while strong support reinforces the current approach. The Board recommends a FOR vote, arguing the program aligns executives’ incentives with long-term value creation and prudent capital deployment while preserving appropriate risk controls.

Upcoming shareholder meetings at Nov Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Nov Inc 2026 annual meeting?

Nov Inc (NOV) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

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

The record date for the Nov 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 Nov Inc's 2026 meeting?

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

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

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