MRC MRC Global Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2024

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

1301 McKinney Street, Suite 2300

Houston, Texas 77010

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (877) 294-7574

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. below):

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

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. ☐

At the MRC Global Inc. (the “Company”) Annual Meeting of Stockholders held on Tuesday, May 7, 2024, in a virtual meeting format (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as described in Item 5.07 below. The amendment provides for exculpation of the Company’s officers as permitted by the Delaware General Corporation Law, as further described in the Company’s Proxy Statement under the heading “PROPOSAL IV: AMEND THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.”

As a result, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 13, 2024, which became effective upon filing.

The foregoing description of the Certificate of Amendment and the description of the amendment in the Proxy Statement are qualified in their entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current report on Form 8-K and incorporated herein by reference.

The Annual Meeting of Stockholders of the Company was held on Tuesday, May 7, 2024, as a virtual, on-line meeting. The results of the matters submitted to a vote of the stockholders at the Annual Meeting are set forth in the immediately following table below:

Item I. Election of Directors. Stockholders elected each of the persons named below as Directors to hold office until the 2025 annual meeting of stockholders, or until their successors are elected and qualified, or their earlier retirement, removal or death:

Item II. Advisory Vote to Approve Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the immediately following table:

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Item III. Ratification of the Appointment of Ernst & Young LLP as Independent Auditors. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the year ending December 31, 2024 as set forth in the immediately following table:

Item IV. Vote on the Amendment of the Company’s Amended and Restated Certificate of Incorporation to provide for Officer Exculpation as Permitted by Delaware Law. Over 75% of the stockholder voting power of the Company approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to add, amend and replace Article VII in its entirety to provide for exculpation of the Company’s officers as permitted by Delaware law, as set forth in the immediately following table:

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INDEX TO EXHIBITS

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SIGNATURES

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: May 13, 2024

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