📄 What This Document Is

This is DNOW Inc.'s Definitive Proxy Statement (DEF 14A). Think of it as an invitation and information packet for the company's upcoming annual shareholder meeting. Its main job is to ask shareholders to vote on key company decisions.

👉 In simple terms: It’s your "report card and ballot" as a part-owner of the company. You'll get the facts to decide how to vote your shares.

🏢 What The Company Does & The Big News

DNOW Inc. is a major distributor of energy products and services. It supplies pipes, valves, and fittings to oil & gas, chemical, and industrial companies.

The most important recent event is that DNOW acquired MRC Global. This was completed on November 6, 2025, creating a much larger combined company with about 5,000 employees in over 20 countries.

👉 Why it matters: This merger is the centerpiece of the story. It's supposed to save the company $70 million in annual costs and make it a "premier solutions provider" with more scale and efficiency. The proxy reflects this new, bigger DNOW.

🗓️ The Meeting & Your Voting Ballot

The Annual Meeting of Stockholders will be held:

• Date: Wednesday, May 20, 2026
• Time: 10:00 a.m. (Central Time)
• Place: Company HQ in Houston, Texas
• Record Date: March 25, 2026 (You must have owned shares by this date to vote.)

You are being asked to vote on three main proposals. The Board of Directors recommends you vote FOR all of them.

⚖️ The Three Key Proposals to Vote On

Proposal 1: Elect Nine Directors

You are voting to elect nine individuals to the Board of Directors for one-year terms. The board oversees management and protects shareholder interests.

• Notable Change: Following the MRC Global acquisition, two new directors from MRC's board (George Damiris and Ronald Jadin) have joined the DNOW board.
• One Departure: Longtime director Rodney Eads is retiring and not standing for re-election, shrinking the board from 10 to 9 members.

👉 Why it matters: The board sets the company's strategic direction. A strong, independent board is crucial for good governance, especially after integrating a major acquisition.

Proposal 2: Ratify the Auditor

Shareholders are asked to approve (ratify) the board's choice of KPMG LLP as the company's independent accounting firm for 2026.

👉 Why it matters: This is a standard but important check on the company's financial reporting and auditing process.

Proposal 3: Approve Executive Pay (Advisory Vote)

This is the "Say-on-Pay" vote. It's an advisory (non-binding) vote to approve the compensation of the company's top executives, known as Named Executive Officers (NEOs).

👉 Why it matters: It’s your chance to tell the board if you think the pay packages for top leaders are fair and aligned with company performance.

👥 Meet the Board & Committees

The board has three main committees, each with a specific oversight role. All committee members are independent directors.

• Audit Committee: Focuses on financial reporting, internal controls, and the independent auditor. Karen David-Green is the Chair.
• Compensation Committee: Sets pay for executives and directors. Sonya Reed is the Chair.
• ESG & Nominating Committee: Handles board nominations, corporate governance, and ESG (Environmental, Social, Governance) matters. Paul Coppinger is the Chair.

👉 Why it matters: These committees do the detailed work. Their independence (having no management ties) is key to their ability to provide objective oversight.

🧠 The Analogy

Buying the MRC Global business is like DNOW merging with a major competitor to become the biggest player in the neighborhood store network. Now, at the first big shareholders' meeting since the merger, the company is asking the owner-members (you) to formally approve the new, expanded leadership team (the board), the financial inspector (the auditor), and the pay plan for the store managers (executive comp).

🧩 Final Takeaway

This proxy is dominated by the integration of the MRC Global acquisition. The proposed board slate includes new members from the acquired company, and the entire document reflects the strategy and financials of the newly combined entity. Your vote will help shape the governance of this significantly larger and more diversified company.