Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 5, 2024, Dril-Quip, Inc. (the “Company”) held a special meeting of stockholders of the Company (the “Special Meeting”). The proposals submitted to stockholders at the Special Meeting are described in detail in the definitive proxy statement/prospectus (the “Definitive Proxy Statement/Prospectus”) included in the registration statement on Form S-4, as amended (File No. 333-279048), declared effective by the Securities and Exchange Commission on August 6, 2024. Prior to the Special Meeting, the Company withdrew Proposal No. 2 (the charter amendment proposal) related to an amendment of the Company’s restated certificate of incorporation (the “charter amendment”) and Proposal Nos. 3 A–F related to six separately presented proposals to approve certain governance provisions in the charter amendment. Accordingly, Proposal No. 2 and Proposal
Nos. 3 A–F were not submitted to stockholders for a vote at the Special Meeting. The adjournment proposal described in the Definitive Proxy Statement/Prospectus was not acted upon at the Special Meeting. The final results regarding each proposal submitted to stockholders are set forth below.
Proposal No. 1
The proposal to approve the issuance of shares of common stock, par value $0.01 per share, of the Company to stockholders of Innovex Downhole Solutions Inc., a Delaware corporation (“Innovex”), in the mergers (the “Mergers”) contemplated by the Agreement and Plan of Merger, dated as of March 18, 2024, as amended by the First Amendment to the Agreement and Plan of Merger, dated June 12, 2024, by and among the Company, Innovex, Ironman Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and DQ Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, for purposes of complying with Section 312.03(c) of the NYSE’s Listed Company Manual and, in the event such issuance constitutes a change of control, Section 312.03(d) of the NYSE’s Listed Company Manual was approved by the following vote:
|
|
|
|
|
|
|
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 20,589,605 |
|
10,994,983 |
|
44,193 |
|
0 |
Proposal No. 4
The proposal to approve the Innovex 2024 long-term incentive plan was defeated by the following vote:
|
|
|
|
|
|
|
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 14,100,027 |
|
17,531,765 |
|
6,989 |
|
0 |
Proposal No. 5
The proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers was approved by the following vote:
|
|
|
|
|
|
|
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 18,985,186 |
|
12,627,438 |
|
26,157 |
|
0 |