Dril-Quip Names Jeffrey J. Bird CEO

TL;DR

Dril-Quip officially names Jeffrey J. Bird as CEO, effective immediately.

AI Summary

On May 1, 2024, Dril-Quip, Inc. announced the appointment of Jeffrey J. Bird as its new Chief Executive Officer, effective immediately. Bird, who previously served as interim CEO, will also join the company's Board of Directors. He has been with Dril-Quip since 2017, holding various leadership roles.

Why It Matters

The appointment of a permanent CEO is a significant leadership change that could signal a new strategic direction for Dril-Quip, impacting its operational focus and market performance.

Risk Assessment

Risk Level: low — This filing is a routine announcement of a CEO appointment and does not involve significant financial changes or operational disruptions.

Key Players & Entities

• Dril-Quip, Inc. (company) — Registrant
• Jeffrey J. Bird (person) — Newly appointed Chief Executive Officer and Board Member
• May 1, 2024 (date) — Effective date of CEO appointment

FAQ

Filing Documents

• d778199d8k.htm (8-K) — 31KB
• 0001193125-24-133417.txt ( ) — 157KB
• drq-20240501.xsd (EX-101.SCH) — 3KB
• drq-20240501_lab.xml (EX-101.LAB) — 18KB
• drq-20240501_pre.xml (EX-101.PRE) — 11KB
• d778199d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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 1, 2024 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.) 2050 West Sam Houston Parkway S. , Suite 1100 Houston , Texas 77042 (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, $.01 par value per share DRQ New York Stock Exchange 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. Item8.01 Other Events. Hart-Scott-Rodino Update As previously reported, on March 18, 2024, Dril-Quip, Inc., a Delaware corporation (" Dril-Quip "), entered into an Agreement and Plan of Merger with Innovex Downhole Solutions Inc., a Delaware corporation (" Innovex "), Ironman Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Dril-Quip, and DQ Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Dril-Quip, with respect to a proposed business combination between Dril-Quip and Innovex (the " Proposed Merger "). The closing of the Proposed Merger is subject to the satisfaction or waiver of certain closing conditions, including, among others, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (" HSR Act "), and the required approvals under certain antitrust and foreign investment laws. As previously disclosed, Dril-Quip and Innovex each filed an HSR Act notification with the U.S. Federal Trade Commission and the U.S. Department of Justice on April 1, 2024. The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern Time, on May 1, 2024. Steamfitters Complaint On March 21, 2024, a purported Dril-Quip stockholder filed a putative class action complaint captioned Steamfitters Local 449 Pension Fund v. Dril-Quip, Inc., et al., C.A. No. 2024-0284-LWW (Del. Ch.) (the " Steamfitters Complaint "). The Steamfitters Complaint alleges that members of Dril-Quip's Board of Directors (the " Board ") breached their fiduciary duties by agreeing, in connection with the proposed merger with Innovex, to enter into a stockholders agreement with Amberjack Capital Partners and certain of its affiliates (" Amberjack ") requiring Amberjack to vote in favor of the Board's nominees at Dril-Quip's 2025 annual meeting of stockholders and prohibiting certain transfers from Amberjack directly to activist stockholders not through public market sales. The Steamfitters Complaint further alleges that Innovex and Amberjack aided and abetted the directors' alleged breaches of fiduciary duties. The complaint seeks an order certifying a class of Dril-Quip's stockholders, finding that the directors breached their fiduciary duties and that Innovex and Amberjack aided and abetted the directors' breaches of fiduciary duties, enjoining enforcement of the challenged provisions of the stockholders agreement, and awarding the plaintiff its reasonable attorneys' and experts' witness fees and other costs. Although Dril-Quip and the Board believe that the stockholders agreement complies fully with all applicable law and deny the allegations in the Steamfitters Complaint, in order to moot the plaintiff's claims, and avoid nuisance and possible expense, Dril-Quip has agreed to amend the stockholders agreement to eliminate the requirement for Amberjack to vote in favor of the Board's nominees at Dril-Quip's 2025 annual meeting of stockholde

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