DNOW (DNOW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, to elect nine directors, ratify KPMG LLP as auditors, and approve executive compensation on an advisory basis.

• Major acquisition of MRC Global completed in November 2025, expanding geographic reach and operational scale, with expected $70 million in annual cost synergies within three years.

• Company operates over 300 locations with 5,300 employees, serving diverse energy and industrial markets globally.

• Strong financial performance in 2025: $2.82B revenue, $209M adjusted EBITDA, $155M cash flow from operations, and $37M in share repurchases.

Voting matters and shareholder proposals

• Shareholders to vote on election of nine directors, ratification of KPMG LLP as auditors, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 annual meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• Board consists of nine members (eight independent), with annual elections and a declassified structure.

• Two new directors added from MRC Global post-acquisition.

• Board diversity emphasized, with recent additions enhancing gender and professional diversity.

• Independent Chairman leads the Board; all committees are fully independent.

• Annual board and committee evaluations, majority voting, and robust stock ownership guidelines in place.