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 11, 2011
DRIL-QUIP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13439 | 74-2162088 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 13550 Hempstead Highway Houston, Texas |
77040 | |||
| (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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of the shareholders of Dril-Quip, Inc. (“Dril-Quip”) held on May 11, 2011, 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 following nominees for director were elected to serve three-year terms expiring at the 2014 annual meeting of shareholders:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| J. Mike Walker |
32,823,057 | 1,892,270 | 951,959 | |||||||||
| John V. Lovoi |
31,777,703 | 2,937,624 | 951,959 | |||||||||
The appointment of BDO USA, LLP as independent registered public accountants for Dril-Quip for 2011 was approved:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 35,647,408 |
13,984 | 5,894 | — |
The advisory vote on the compensation of Dril-Quip’s named executive officers was approved:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 33,069,357 |
1,630,824 | 15,146 | 951,959 |
In the advisory vote on the frequency of future shareholder advisory votes on the compensation of Dril-Quip’s named executive officers, votes were cast in favor of holding future advisory votes every year, every two years or every three years as follows:
| One Year |
Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 30,202,146 |
1,756,621 | 2,742,383 | 14,177 | 951,959 |
In accordance with the results of this advisory vote, Dril-Quip intends to hold future advisory votes on the compensation of its named executive officers, or “say-on-pay” votes, annually until it next holds an advisory vote on the frequency of say-on-pay votes as required under SEC rules.
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SIGNATURE
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.
| DRIL-QUIP, INC. | ||
| By: | /s/ Jerry M. Brooks | |
| Jerry M. Brooks | ||
| Vice President of Finance and Chief Financial Officer | ||
Date: May 16, 2011
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