DNOW (DNOW) Proxy filing summary

Voting matters and shareholder proposals

• Election of nine directors for one-year terms is proposed, with all nominees recommended by the board.

• Advisory vote on executive compensation is included as a proposal.

• Ratification of KPMG LLP as independent auditors for 2026 is up for shareholder approval.

• Shareholders may act on any other matters properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Nine director nominees are listed for election, each recommended by the board.

• Directors will serve one-year terms if elected at the annual meeting.

Executive compensation and say-on-pay

• Advisory proposal seeks shareholder approval of named executive officer compensation.