NOV : 2024 Proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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• Preliminary Proxy Statement

• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material under §240.14a-12

NOV Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required

• Fee paid previously with preliminary materials

• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS
	Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT	1
Proposal No. 1 - Election of Directors	5
Committees and Meetings of the Board	11
Board of Directors	14
Audit Committee Report	17
Proposal No. 2 - Ratification of Independent Auditors	19
Proposal No. 3 - Approval of Compensation of our Named Executive Officers	20
Corporate Governance	23
Executive Officers	27
Stock Ownership	31
Compensation Discussion and Analysis	34
Compensation Committee Report on Executive Compensation	52
Executive Compensation	53
Certain Relationships and Related Transactions	69
Director Compensation	71
Stockholder Proposals for the 2025 Annual Meeting	74
Annual Report and Other Matters	74

NOV INC.

10353 Richmond Avenue

Houston, Texas 77042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 15, 2024

DATE:	Wednesday, May 15, 2024
TIME:	10:00 a.m. (Houston time)
PLACE:	NOV Inc.
	10353 Richmond Avenue
	Houston, Texas 77042

The 2024 annual meeting of stockholders ("Annual Meeting") of NOV Inc. will be held at the Company's corporate headquarters located at

10353 Richmond Avenue, Houston, Texas 77042 on Wednesday, May 15, 2024, at 10:00 a.m. Houston time, for the following purposes:

• To elect ten directors to hold office for a one-year term;
• To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company for 2024; and
• To consider and act upon an advisory proposal to approve the compensation of our named executive officers.

The Board of Directors recommends that you vote "FOR" the election of the ten nominees for director (Proposal 1), "FOR" the proposal to ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company for 2024 (Proposal 2), and "FOR" the approval of the compensation of our named executive officers (Proposal 3).

Beginning on or about April 4, 2024, the Company is mailing a Notice Regarding the Availability of Proxy Materials (the "Notice") to our stockholders of record as of the record date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) containing instructions on how to access the proxy materials (including our 2023 annual report) via the Internet, as well as instructions on voting shares via the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

The Board of Directors has set March 22, 2024 as the record date for the Annual Meeting. If you were a stockholder of record at the close of business on March 22, 2024, you are entitled to vote at the Annual Meeting. A complete list of these stockholders will be available for examination during ordinary business hours at our offices at 10353 Richmond Avenue, Houston, Texas for a period of ten days prior to the Annual Meeting.

You are cordially invited to join us at the Annual Meeting. However, to ensure your representation, we request that you vote via the Internet or by phone using the instructions in the Notice or, if you received a printed copy of the proxy materials, return your signed proxy card at your earliest convenience, whether or not you plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and vote in person.

By Order of the Board of Directors

/s/ Craig L. Weinstock

Craig L. Weinstock

Senior Vice President, General Counsel and Secretary

Houston, Texas

April 4, 2024

NOV INC.

10353 Richmond Avenue

Houston, Texas 77042

PROXY STATEMENT

Except as otherwise specifically noted in this Proxy Statement, the "Company," "we," "our," "us," and similar words in this Proxy Statement refer to NOV Inc.

ANNUAL MEETING:	Date:	Wednesday, May 15, 2024
	Time:	10:00 a.m. (Houston time)
	Place:	NOV Inc.
		10353 Richmond Avenue
		Houston, Texas 77042

AGENDA:	Proposal 1: To elect ten nominees as directors of the Company for a term of one year.
	Proposal 2: To ratify the appointment of Ernst & Young LLP as independent auditors of the Company for 2024.
	Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers.
	The Board of Directors recommends that you vote "FOR" the election of the ten nominees for director
	(Proposal 1), "FOR" the proposal to ratify the appointment of Ernst & Young LLP as independent auditors of
	the Company for 2024 (Proposal 2), and "FOR" the approval of the compensation of our named executive
	officers (Proposal 3).
RECORD DATE/ WHO	All stockholders of record at the close of business on March 22, 2024 (the "Record Date") are entitled to vote. The
CAN VOTE:	only class of securities entitled to vote at the Annual Meeting is NOV Inc. common stock. Holders of NOV Inc.
	common stock are entitled to one vote per share at the Annual Meeting.
PROXIES SOLICITED BY:	Your vote and proxy is being solicited by the Board of Directors for use at the Annual Meeting. This Proxy Statement
	and enclosed proxy card is being sent on behalf of the Board of Directors to all stockholders beginning on or about
	April 4, 2024. By completing, signing and returning your proxy card, you will authorize the persons named on the
	proxy card to vote your shares according to your instructions.
PROXIES:	If your properly executed proxy does not indicate how you wish to vote your common stock, the persons named on the
	proxy card will vote FOR election of the ten nominees for director (Proposal 1), FOR the ratification of the
	appointment of Ernst & Young LLP as independent auditors of the Company for 2024 (Proposal 2), and FOR the
	approval of the compensation of our named executive officers (Proposal 3).
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REVOKING YOUR	You can revoke your proxy at any time prior to the time that the vote is taken at the meeting by: (i) filing a written
PROXY:	notice revoking your proxy; (ii) filing another proxy bearing a later date; or (iii) casting your vote in person at the
	Annual Meeting. Your last vote will be the vote that is counted.
QUORUM:	As of March 22, 2024, there were 395,484,511 shares of NOV Inc. common stock issued and outstanding. The holders
	of these shares have the right to cast one vote for each share held by them. The presence, in person or by proxy, of
	stockholders entitled to cast at least 197,742,256 votes constitutes a quorum for adopting the proposals at the Annual
	Meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of
	determining a quorum, as will broker non-votes. A broker non-vote occurs when a broker is not permitted to vote on a
	matter without instructions from the beneficial owner of the shares and no instruction is given. If you have properly
	signed and returned your proxy card by mail, you will be considered part of the quorum, and the persons named on the
	proxy card will vote your shares as you have instructed them.
VOTE REQUIRED FOR	For the proposal to elect the ten director nominees (Proposal 1), our bylaws require that each director nominee be
APPROVAL:	elected by the majority of votes cast with respect to such nominee (i.e., the number of shares voted "for" a director
	nominee must exceed the number of shares voted "against" that nominee). For additional information regarding our
	majority voting policy, see page 5 of the Proxy Statement. With respect to the election of directors, you may vote "for"
	or "against" each of the nominees for the Board, or you may "abstain" from voting for one or more nominees. If you
	"abstain" from voting with respect to one or more nominees, your vote will have no effect on the election of such
	nominees. Brokers are not permitted to vote your shares on the election of directors in the absence of your
	specific instructions as to how to vote. Broker non-votes will have no effect on the election of the director
	nominees. Please provide your broker with voting instructions so that your vote can be counted.
	Approval of the proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company for
	2024 (Proposal 2) and the proposal to approve the compensation of our named executive officers (Proposal 3) will
	require the affirmative vote of a majority of the shares of our common stock entitled to vote and present in person or
	by proxy. An abstention or a broker non-vote will have the same effect as a vote "against" such proposal. With respect
	to Proposal 3, brokers are not permitted to vote your shares in the absence of your specific instructions as to
	how to vote. Please provide your broker with voting instructions so that your vote can be counted.
MULTIPLE PROXY	If you receive multiple proxy cards, this indicates that your shares are held in more than one account, such as two
CARDS:	brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all of
	your shares are voted.
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HOUSEHOLDING:	The U.S. Securities and Exchange Commission (the "SEC"), has adopted rules that permit companies and
	intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more
	stockholders sharing the same address by delivering a copy of these materials, other than the Proxy Card, to those
	stockholders. This process, which is commonly referred to as "householding," can mean extra convenience for
	stockholders, potential benefits to the environment, and cost savings for the Company. Beneficial stockholders can
	request information about householding from their banks, brokers, or other holders of record. Through householding,
	stockholders of record who have the same address and last name will receive only one copy of our Proxy Statement
	and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual
	copies. This procedure will reduce printing costs and postage fees.
	Stockholders who participate in householding will continue to receive separate Proxy Cards. If you are eligible for
	householding, but you and other stockholders of record with whom you share an address currently receive multiple
	copies of Proxy Statements and Annual Reports, or if you hold stock in more than one account and wish to receive
	only a single copy of the Proxy Statement or Annual Report for your household, please contact Broadridge
	Householding Department, in writing, at 51 Mercedes Way, Edgewood, New York 11717, or by phone at (866)
	540-7095. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate
	Proxy Statement and Annual Report, please notify your broker if you are a beneficial stockholder.
COST OF PROXY	We have retained InvestorCom to solicit proxies from our stockholders at an estimated fee of $6,500, plus expenses.
SOLICITATION:	This fee does not include the costs of preparing, printing, assembling, delivering and mailing the Proxy Statement. The
	Company will pay for the cost of soliciting proxies. Some of our directors, officers and employees may also solicit
	proxies personally, without any additional compensation, by telephone or mail. Proxy materials also will be furnished
	without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names.
NOTICE REGARDING	This Proxy Statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 2023
THE AVAILABILITY OF	annual report are available via the Internet at:
PROXY MATERIALS:
	https://investors.nov.com/sec-filings
	and at www.proxyvote.com.
	Pursuant to SEC rules related to the Internet availability of proxy materials, we have elected to provide access to our
	proxy materials on the Internet instead of mailing a printed copy of the proxy materials to each stockholder of record.
	Accordingly, beginning on or about April 4, 2024, we are mailing
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a Notice Regarding the Availability of Proxy Materials (the "Notice") to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) in lieu of mailing the printed proxy materials. Instructions on how to access the proxy materials via the Internet, on voting shares via the Internet and on how to request a printed or electronic copy of the proxy materials may be found in the Notice. All stockholders will have the option to access our proxy materials on the websites referred to above. Stockholders will not receive printed copies of the proxy materials unless they request (or have previously requested) such form of delivery. Printed copies will be provided upon request at no charge. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. A request to receive proxy materials in printed form by mail or electronically by email will remain in effect until the stockholder terminates such request. Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet using the instructions on the Notice or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in the pre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on Wednesday, May 15, 2024.

The Company's 2024 Proxy Statement and the Annual Report to Stockholders for the year ended 2023 are also available at: http://www.proxyvote.com

For directions to the Annual Meeting, please contact investor relations at 346-223-3000.

PLEASE VOTE - YOUR VOTE IS IMPORTANT

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ELECTION OF DIRECTORS

PROPOSAL NO. 1 ON THE PROXY CARD

Clay C. Williams, Greg L. Armstrong, Marcela E. Donadio, Ben A. Guill, David D. Harrison, Patricia Martinez, Eric L. Mattson, Patricia B. Melcher, William R. Thomas and Robert S. Welborn are nominees for directors for a one-year term expiring at the Annual Meeting in 2025, or when their successors are elected and qualified. Each of the nominees was elected as a director at the 2023 Annual Meeting, with the exception of Mses. Martinez and Melcher who were not yet serving on the Board. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have authority to nominate another person, elect a substitute, or reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board approved the director nominees recommended by the Nominating/Corporate Governance Committee.

Vote Required for Approval

Our Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections (i.e., the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that nominee). In a contested election (i.e., a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not is determined as of a date that is 14 days in advance of when we file our definitive proxy statement with the SEC. This year's election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a "holdover director." However, under our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will act on the Nominating/Corporate Governance Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a "holdover director." All director nominees are currently serving on the Board.

Brokers are not permitted to vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.

Key Attributes, Experience and Qualifications

The Company believes that each member of its Board of Directors possesses the basic attributes of being a director of the Company, namely having a reputation for integrity, honesty, candor, fairness and discretion. Each director has also become knowledgeable in major aspects of the Company's business and operations, which has allowed the Board to provide better oversight functions to the Company. The Company considered the foregoing factors in determining that the board member should serve on the Board. The below summarizes the experience and qualifications of our director nominees. For additional information on their skills and other attributes, see the skills and experience matrix on page 15.

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CLAY C. WILLIAMS, 61

Mr. Williams has been a Director of the Company since November 2013 and Chairman of the Board since May 2014. Mr. Williams has served as the Company's Chief Executive Officer since February 2014 and as the Company's President since December 2012. Mr. Williams served as the Company's Chief Operating Officer from December 2012 until February 2014. Mr. Williams previously served as the Company's Executive Vice President from February 2009 and as the Company's Senior Vice President and Chief Financial Officer from March 2005 until December 2012. He served as Varco's Vice President and Chief Financial Officer from January 2003 until its merger with the Company on March 11, 2005. From May 2002 until January 2003, Mr. Williams served as Varco's Vice President Finance and Corporate Development. From February 2001 until May 2002, and from February 1997 until February 2000, he served as Varco's VP-Corporate Development. Mr. Williams also served as a director of Crestwood Equity Partners L.P. (NYSE: CEQP) until the company was acquired in November 2023.

Mr. Williams has been an officer of a publicly traded company since 1997, occupying positions of increasing importance from VP-Corporate Development to Senior VP and CFO, to President and COO, to President and CEO. Mr. Williams has extensive experience with the Company and the oil service industry. Mr. Williams has an MBA degree from the University of Texas at Austin, as well as a Bachelor of Science degree in Civil/Geological Engineering from Princeton University. Mr. Williams has also gained valuable outside board experience from his tenure as a director of Benchmark Electronics, Inc. and Crestwood Equity Partners L.P.

GREG L. ARMSTRONG, 65

Mr. Armstrong has been a Director of the Company since March 2005 and previously served as a Director of Varco from May 20, 2004 until its merger with the Company on March 11, 2005. Mr. Armstrong is a co-founder and retired Chairman and CEO of Plains All American Pipeline, L.P. (NASDAQ: PAA), a publicly traded master limited partnership engaged in the business of marketing, gathering, transporting, terminalling and storing crude oil. Mr. Armstrong retired as CEO of Plains in October 2018 and as Chairman in December 2019 and continues to serve as a member of its board of directors. Mr. Armstrong currently serves as a director of Memorial Hermann Healthcare System and serves on the advisory boards of the Baker Institute at Rice University and Veriten. He is a member of the Advisory Board of the Cox School's Maguire Energy Institute at Southern Methodist University; and the National Petroleum Council, where he served as Chairman from 2017 to 2019. He previously served as a director in the Federal Reserve System for eleven years, serving the last three years as Chair of The Dallas Fed, completing his term in 2021.

Mr. Armstrong has over 35 years of experience being a certified public accountant (currently inactive) and eight years of experience serving as a chief financial officer. Mr. Armstrong was an officer of a publicly traded energy company from 1981 until 2018, occupying positions of increasing importance ranging from controller, to CFO, to COO and CEO, the latter of which spanned 26 years. Through service in these roles, he gained extensive experience in assessing the risks associated with various energy industry cycles.

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