MRC Global (MRC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 29, 2025, will be held virtually, allowing shareholders to participate remotely and vote online, by phone, or by mail.

• Key 2024 financial highlights: $3.01B in sales, $276M cash flow from operations, $26M net income, $200M adjusted EBITDA, and a net leverage ratio of 1.6x.

• Company repurchased all outstanding preferred stock, simplified capital structure, and announced a $125M share buyback program for 2025.

• Canadian operations were sold to refocus on core U.S. business.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 8 directors, advisory approval of executive compensation, frequency of say-on-pay vote, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR annual say-on-pay, and FOR auditor ratification.

• Deadlines for 2026 shareholder proposals: December 18, 2025, for inclusion in proxy; nominations from January 29 to February 28, 2026.

Board of directors and corporate governance

• Board reduced from nine to eight members following Henry Cornell’s retirement; 88% of nominees are independent.

• Board has added six new independent directors since 2021, with an average tenure of 4.5 years.

• Board committees (Audit, Compensation & Human Capital, Governance & Sustainability) are fully independent.

• Board conducts annual self-assessments, has a mandatory retirement policy, and emphasizes diversity and succession planning.

• Stock ownership guidelines: 5x annual retainer for directors, 5x base salary for CEO, 3x for other executives.