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 16, 2013
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.) | ||
| 6401 N. Eldridge Parkway Houston, Texas |
77041 | |||
| (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 stockholders of Dril Quip, Inc. (“Dril-Quip”) held on May 16, 2013, 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 SEC on April 5, 2013.
Proposal I—Election of Directors
The following nominees for director were elected to serve three-year terms expiring at the 2016 annual meeting of stockholders by a majority of the votes cast at the annual meeting:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Alexander P. Shukis |
36,492,128 | 1,738,877 | 42,395 | 621,728 | ||||||||||||
| Terence B. Jupp |
37,748,715 | 482,290 | 42,395 | 621,728 | ||||||||||||
Proposal II—Approval of Appointment of Independent Registered Public Accounting Firm
The appointment of BDO USA, LLP as independent registered public accountants for Dril-Quip for 2013 was approved by the majority of the votes cast “for” or “against” the proposal at the meeting:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 38,434,029 | 422,385 | 38,714 | — | |||||||||
Proposal III—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:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 36,317,721 | 1,901,915 | 53,764 | 621,728 | |||||||||
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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—Finance and Chief Financial Officer | ||
Date: May 20, 2013
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