DRQ Dril-Quip

Filed: 14 May 21, 4:16pm





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): May 12, 2021




(Exact name of registrant as specified in its charter)




Delaware 001-13439 74-2162088

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


6401 N. Eldridge Parkway

Houston, Texas

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 939-7711



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 (see General Instruction A.2):



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $.01 par value per share DRQ New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Dril-Quip held on May 12, 2021, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in Dril-Quip’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 30, 2021.

Proposal 1—Election of Directors

The following nominees for director were elected to serve three-year terms expiring at the 2024 annual meeting of stockholders by a majority of the votes cast at the annual meeting:


   For   Against   Abstentions   Broker

Steven L. Newman

   25,827,982    7,017,718    1,087    879,821 

Amy B. Schwetz

   31,838,696    1,007,384    707    879,821 

Proposal 2—Approval of Appointment of Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as independent registered public accountants for Dril-Quip for 2021 was approved by the majority of the votes cast “for” or “against” the proposal at the meeting:








Broker Non-Votes


 24,218 607 0

Proposal 3—Advisory Vote to Approve Executive Compensation

The advisory vote on the compensation of Dril-Quip’s named executive officers received the affirmative vote of a majority of the votes cast “for” or “against” the proposal at the meeting:








Broker Non-Votes


 546,520 7,012 879,821

Proposal 4—Approval of Amendment to 2017 Omnibus Incentive Plan

The amendment to the 2017 Omnibus Incentive Plan of Dril-Quip was approved by the majority of the votes cast “for” or “against” the proposal at the meeting:








Broker Non-Votes


 907,256 5,725 879,821


Item 8.01

Other Information.

AFGlobal Corporation recently provided 90-day written notice of termination of the lease agreement between Dril-Quip, Inc. (the “Company”) and AFGlobal in relation to the Company’s forge facility and equipment at its Houston Eldridge campus. As most recently described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, this lease was entered into during the latter part of 2019.

Based on the initial 5-year term of the lease agreement, the Company had straight-lined the total anticipated lease revenue for that initial term into equal monthly lease revenue. As a result of the lease termination, the Company has approximately $2.3 million in unbilled revenue that will be expensed. The Company has numerous other forging suppliers and does not expect any disruptions in forgings supply as a result of the lease termination.


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.



/s/ James C. Webster

 James C. Webster
 Vice President, General Counsel and Secretary

Date: May 14, 2021