Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 28, 2017 (December 27, 2017)




(Exact name of registrant as specified in its charter)




Delaware   001-36325   46-4191184

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

7402 North Eldridge Parkway

Houston, Texas

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 281-823-4700

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 27, 2017, the Board of Directors (the “Board”) of NOW Inc. (the “Company”) elected Paul M. Coppinger as a member of the Board, effective December 27, 2017. Mr. Coppinger will serve on the Board’s Nominating/Corporate Governance Committee and Compensation Committee. Mr. Coppinger will receive compensation for his services as a director consistent with that provided to the Company’s other non-employee directors, as previously disclosed in the Company’s annual proxy statement. Mr. Coppinger, age 56, is the Division President of Weir Oil & Gas, which is part of Weir Group PLC. Mr. Coppinger received a Bachelor of Science in Petroleum Engineering from Texas Tech University in 1984.

On December 28, 2017, the Company announced the election of Mr. Coppinger to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is provided as part of the information furnished under Item 5.02 of this Current Report on Form 8-K:


99.1    NOW Inc. press release dated December 28, 2017 announcing the appointment of Paul Coppinger to the Board.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 28, 2017

      NOW INC.

/s/ Raymond W. Chang


Raymond W. Chang

Vice President & General Counsel