NOV (NOV) Proxy filing summary

Executive summary

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

• Board recommends voting FOR all proposals; record date for voting is March 25, 2026.

• Proxy materials are available online, with options for electronic or printed delivery; voting can be done online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposals include election of nine directors for a one-year term, ratification of auditors, and advisory approval of executive compensation.

• Majority vote required for director election in uncontested elections; majority of shares present required for auditor ratification and say-on-pay.

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

Board of directors and corporate governance

• Board consists of nine members with diverse backgrounds in energy, finance, technology, and governance.

• Committees include Audit, Compensation, and Nominating/Corporate Governance, all composed of independent directors.

• Lead Director role provides independent oversight; annual review of director independence and board composition.

• Board values diversity and reviews director commitment annually.