DNOW (DNOW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect eight directors, ratify Ernst & Young LLP as auditors, and approve executive compensation on an advisory basis.

• Company maintained leadership in upstream energy distribution, expanded midstream/process solutions via Whitco Supply and Trojan Rentals acquisitions, and remained debt-free with $256M in cash and $556M total liquidity as of year-end 2024.

• Share repurchase program completed ($80M) and new $160M program launched in January 2025.

• 2024 revenue reached $2.373B (up 2% YoY), EBITDA $176M (7.4% margin), and free cash flow $289M.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for one-year terms; Board recommends FOR.

• Proposal 2: Ratify Ernst & Young LLP as independent auditors for 2025; Board recommends FOR.

• Proposal 3: Approve, on an advisory basis, the compensation of named executive officers; Board recommends FOR.

• Shareholder proposals for 2026 must be submitted by December 5, 2025.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; all directors elected annually.

• Board diversity enhanced with recent additions; average director tenure 7.2 years, age 64.25.

• Committees: Audit, Compensation, and Environmental, Social, Governance, and Nominating (ESGN); all committee members are independent.

• Annual board and committee evaluations, majority voting, and 5x stock ownership requirement for non-employee directors.

• Independent Chairman leads the Board; CEO and Chairman roles are separated.