NOW Inc. 8-K: No Corporate Governance Changes Reported

TL;DR

**DNOW filed a routine 8-K, confirming no changes to its bylaws or fiscal year.**

AI Summary

NOW Inc. (DNOW) filed an 8-K on January 9, 2024, to report that there were no amendments to its Articles of Incorporation or Bylaws, no change in its fiscal year, and no Regulation FD disclosure. This filing primarily serves as a routine update, confirming no significant corporate governance or disclosure changes occurred on the reported date. For investors, this means there are no immediate red flags or major strategic shifts to consider based on this specific filing, maintaining the status quo for the company's operational framework.

Why It Matters

This filing indicates stability in NOW Inc.'s corporate structure and disclosure practices, reassuring investors that no unexpected changes have been made to its foundational documents or reporting policies.

Risk Assessment

Risk Level: low — The filing reports no significant changes, indicating a low risk of unexpected corporate governance or financial reporting shifts.

Analyst Insight

A smart investor would note this filing confirms business as usual for NOW Inc., suggesting no immediate need to re-evaluate investment based on corporate governance changes. It's a non-event, reinforcing stability.

Key Numbers

• 001-36325 — Commission File Number (identifies NOW Inc.'s filings with the SEC)
• 46-4191184 — I.R.S. Employer Identification Number (identifies NOW Inc. for tax purposes)
• 1231 — Fiscal Year End (indicates NOW Inc.'s fiscal year ends on December 31st)

Key Players & Entities

• NOW Inc. (company) — the registrant filing the 8-K
• DNOW (company) — trading symbol for NOW Inc.
• January 9, 2024 (date) — date of earliest event reported and filing date
• Delaware (company) — state of incorporation for NOW Inc.
• New York Stock Exchange (company) — exchange where NOW Inc. Common Stock is registered
• $0.01 (dollar_amount) — par value of Common Stock

Forward-Looking Statements

• NOW Inc. will continue to maintain its current corporate governance structure. (NOW Inc.) — high confidence, target: 2024-12-31
• No significant changes to NOW Inc.'s fiscal year will be announced in the near future. (NOW Inc.) — high confidence, target: 2025-01-09

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 DNOW New York Stock Exchange Indic

Filing Documents

• d932660d8k.htm (8-K) — 29KB
• d932660dex31.htm (EX-3.1) — 31KB
• d932660dex32.htm (EX-3.2) — 118KB
• d932660dex991.htm (EX-99.1) — 4KB
• g932660g0109001932983.jpg (GRAPHIC) — 3KB
• 0001193125-24-005190.txt ( ) — 341KB
• dnow-20240109.xsd (EX-101.SCH) — 3KB
• dnow-20240109_lab.xml (EX-101.LAB) — 18KB
• dnow-20240109_pre.xml (EX-101.PRE) — 11KB
• d932660d8k_htm.xml (XML) — 3KB

03

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment of Certificate of Incorporation – Corporate Legal Name Change On January 8, 2024, the Board of Directors (the " Board ") of NOW Inc. (the " Company ") approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended and restated (the " Amended and Restated Certificate of Incorporation ") changing the Company's corporate legal name from "NOW Inc." to "DNOW Inc." (the " Corporate Legal Name Change ") to be effective as of January 19, 2024. The Company filed the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State's office, which will become effective as of January 19, 2024. The Company's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1. Amendment of Bylaws – Corporate Legal Name Change The Board also approved conforming changes to the Company's bylaws (the " Amended and Restated Bylaws "). The Amended and Restated Bylaws will also become effective as of January 19, 2024. The Company's Amended and Restated Bylaws are filed as Exhibit 3.2.

01

Item 7.01 Regulation FD Disclosure. The Company issued a press release announcing the Corporate Legal Name Change on January 9, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 7.01 and Exhibit 99.1 to this report are furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit No. Description of Exhibits 3.1 Amended and Restated Certificate of Incorporation. 3.2 Amended and Restated Bylaws 99.1 Press Release dated January 9, 2024 announcing the Corporate Legal Name Change 104 Cover Page Interactive Data File (embedded within the inline XBRL Document). 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. NOW Inc. Date: January 9, 2024 By: /s/ Raymond W. Chang Name: Raymond W. Chang Title: Vice President & General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR