NOV (NOV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to elect nine directors, ratify Ernst & Young LLP as auditors, approve executive compensation, and amend the Long-Term Incentive Plan.

• Board recommends voting FOR all proposals, including the increase of authorized shares for equity awards and extension of the LTIP to 2030.

• Shareholders of record as of March 25, 2025, are eligible to vote; proxy materials are available online, with options for electronic or print delivery.

Voting matters and shareholder proposals

• Four proposals: election of nine directors, ratification of auditors, advisory approval of executive compensation, and amendment/restatement of the LTIP.

• Majority vote required for all proposals; broker non-votes and abstentions have defined effects on outcomes.

• Shareholder proposals for the 2026 meeting must be submitted by December 10, 2025.

Board of directors and corporate governance

• Nine director nominees, including new and continuing members, with diverse backgrounds in energy, finance, and technology.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all composed of independent directors.

• Annual review of director independence and board composition; commitment to diversity and director commitment policy.

• Combined Chairman/CEO role with an independent Lead Director for oversight; regular executive sessions for non-employee directors.