Dril-Quip Inc. Files Definitive Proxy Statement

Ticker: INVX · Form: DEF 14A · Filed: Mar 19, 2024 · CIK: 1042893

Sentiment: neutral

Topics: proxy statement, DEF 14A, Dril-Quip, shareholder meeting, corporate governance

TL;DR

<b>Dril-Quip, Inc. has filed its Definitive Proxy Statement for the upcoming shareholder meeting.</b>

AI Summary

DRIL-QUIP INC (INVX) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. Dril-Quip, Inc. filed a Definitive Proxy Statement on March 19, 2024. The filing is a Schedule 14A, indicating it's a proxy statement for shareholders. The report covers the fiscal year ending December 31, 2023. The company's principal business is in Oil & Gas Filed Machinery & Equipment. The filing address is 2050 West Sam Houston Parkway S., Suite 1100, Houston, TX 77042.

Why It Matters

For investors and stakeholders tracking DRIL-QUIP INC, this filing contains several important signals. This filing provides shareholders with essential information regarding the company's governance, executive compensation, and proposals to be voted on at the annual meeting. As a DEF 14A filing, it signifies the company is seeking shareholder approval for various corporate actions and provides transparency on executive pay structures.

Risk Assessment

Risk Level: low — DRIL-QUIP INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a standard disclosure process.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation, board nominations, and any proposed corporate actions before the annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did DRIL-QUIP INC file this DEF 14A?

DRIL-QUIP INC filed this Proxy Statement (DEF 14A) with the SEC on March 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DRIL-QUIP INC (INVX).

Where can I read the original DEF 14A filing from DRIL-QUIP INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DRIL-QUIP INC.

What are the key takeaways from DRIL-QUIP INC's DEF 14A?

DRIL-QUIP INC filed this DEF 14A on March 19, 2024. Key takeaways: Dril-Quip, Inc. filed a Definitive Proxy Statement on March 19, 2024.. The filing is a Schedule 14A, indicating it's a proxy statement for shareholders.. The report covers the fiscal year ending December 31, 2023..

Is DRIL-QUIP INC a risky investment based on this filing?

Based on this DEF 14A, DRIL-QUIP INC presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a standard disclosure process.

What should investors do after reading DRIL-QUIP INC's DEF 14A?

Shareholders should review the proxy statement to understand executive compensation, board nominations, and any proposed corporate actions before the annual meeting. The overall sentiment from this filing is neutral.

How does DRIL-QUIP INC compare to its industry peers?

Dril-Quip, Inc. operates in the Oil & Gas Filed Machinery & Equipment industry.

Are there regulatory concerns for DRIL-QUIP INC?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Dril-Quip, Inc. operates in the Oil & Gas Filed Machinery & Equipment industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proposals and voting recommendations outlined in the proxy statement.
  2. Examine the executive compensation details and rationale provided.
  3. Understand the company's governance structure and any proposed changes.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement. No prior filing details are available in the provided text for comparison.

Filing Stats: 4,613 words · 18 min read · ~15 pages · Grade level 12.3 · Accepted 2024-03-19 16:06:12

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 2 PROPOSAL 1Election of Directors 4 Board Composition 4 CORPORATE GOVERNANCE MATTERS 9 Board Leadership Structure 9 Board's Role in the Oversight of Risk Management 9 Determinations of Director Independence 10 Code of Business Conduct and Ethical Practices 11 Majority Voting in Director Elections 11 Committees of the Board of Directors 11 Information Regarding Meetings 13 Stockholder Communications 13 Website Availability of Governance Documents 13 Stockholder Engagement 14 RELATED PERSON TRANSACTIONS 15 DIRECTOR COMPENSATION 16 Overview 16 Director Stock Compensation Program 16

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 Compensation Discussion and Analysis 19 Overview 19 Purposes of the Executive Compensation Program 19 Administration of Executive Compensation Program 20 2023 Compensation Highlights 20 Role of Consultants 21 Compensation Matters 22 Elements of Compensation 22 Individual Agreements with Executive Officers 27 Stock Ownership Guidelines 27 Hedging and Pledging Policy 28 Impact of Accounting and Tax Treatments 28 Stockholder Advisory "Say-on-Pay" Vote 28 Compensation Committee Report 29 Summary Compensation Table 30 Grants of Plan-Based Awards 31 Outstanding Equity Awards at Fiscal Year-End 32 Option Exercises and Stock Vested 33 Potential Payments Upon Termination or Change-in-Control 33 CEO Pay Ratio 37 Pay Versus Performance 39 Equity Compensation Plan Information 44 REPORT OF THE AUDIT COMMITTEE 45 PROPOSAL 2Approval of Appointment of Independent Registered Public Accounting Firm 46 Fees Paid to PwC 46 Audit Committee Pre-Approval Policy for Audit and Non-Audit Services 47 Required Vote and Recommendation of the Board of Directors 47 PROPOSAL 3Advisory Vote to Approve Executive Compensation 48 Required Vote and Recommendation of the Board of Directors 48 OTHER BUSINESS 49 ADDITIONAL INFORMATION 50 Stockholder Proposals for 2025 Meeting 50 Advance Notice Required for Stockholder Nominations and Proposals 50 Householding of Annual Meeting Materials 50 Annual Report 51 Table of Contents PROXY STATEMENT INTRODUCTION PROXY STATEMENT Introduction This proxy statement is furnished in connection with the solicitation by the Board of Directors of Dril-Quip, Inc., a Delaware corporation, of proxies from the holders of our common stock, par value $0.01 per share, for use at the 2024 Annual Meeting of Stockholders to be held at the time and place and for the purposes set forth in the accompanying notic

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number of shares of our common stock beneficially owned directly or indirectly as of March 11, 2024 or as otherwise indicated below by (i) each person who is known to us to own beneficially more than 5% of our common stock, (ii) each of our directors, director nominees and executive officers and (iii) all directors, director nominees and executive officers as a group. Amount of Beneficial Name of Beneficial Owner (1) Number of Shares Percent of Stock Jeffrey J. Bird (2) 162,827 * Kyle F. McClure (2) 71,005 * James C. Webster (2) 66,735 * Donald M. Underwood (2) 24,343 * Terence B. Jupp (2) 59,615 * Carri A. Lockhart (2) 15,935 * John V. Lovoi (2) 71,242 * Steven L. Newman (2) 59,357 * Amy B. Schwetz (2) 39,227 * Darryl K. Willis (2) 25,364 * All current directors and executive officers as a group (10 persons) (3) 595,650 1.7% BlackRock, Inc. (4) 5,534,233 16.1% 55 East 52nd Street New York, NY 10055 The Vanguard Group (5) 3,867,476 11.2% 100 Vanguard Boulevard Malvern, PA 19355 Brandes Investment Partners, L.P. (6) 2,559,567 7.4% 4275 Executive Square, 5th Floor La Jolla, CA 92037 Dimensional Fund Advisors LP (7) 2,150,385 6.2% 6300 Bee Cave Road, Building One Austin, TX 78746 * Less than 1%. (1) Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock. The address of each such person, unless otherwise provided, is 2050 West Sam Houston Parkway S., Suite 1100, Houston, Texas 77042. (2) Includes restricted stock held directly in the amount of 104,828 shares by Mr. Bird, 43,170 shares by Mr. Webster, 55,399 shares by Mr. McClure and 16,919 shares by Mr. Underwood. Includes restricted stock held directly in

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (3) Includes Jeffrey J. Bird, James C. Webster, Kyle F. McClure, Donald M. Underwood, John V. Lovoi, Terence B. Jupp, Steven L. Newman, Amy B. Schwetz, Darryl K. Willis and Carri A. Lockhart. (4) Number of shares based on a Schedule 13G/A filed with the Securities and Exchange Commission ("SEC") on January 22, 2024. Such filing indicates that BlackRock, Inc. has sole voting power with respect to 5,534,233 shares and sole dispositive power with respect to 5,639,897 shares. (5) Number of shares based on a Schedule 13G/A filed with the SEC on February 13, 2024. Such filing indicates that The Vanguard Group has sole voting power with respect to 0 shares, shared voting power with respect to 22,995 shares, sole dispositive power with respect to 3,815,231 shares and shared dispositive power with respect to 52,245 shares. (6) Number of shares based on a Schedule 13G filed with the SEC on February 8, 2024 by Brandes Investment Partners, L.P. ("Brandes"). Brandes reports shared voting power with respect to 1,210,410 shares and shared dispositive power with respect to 2,559,567 shares. The 2,559,567 shares are deemed to be beneficially owned by CO-GP, LLC, Brandes Worldwide Holdings, L.P. and Glenn Carlson, as control persons of Brandes. (7) Number of shares based on a Schedule 13G filed with the SEC on February 14, 2024 by Dimensional Fund Advisors LP ("Dimensional"). Such filing indicates that Dimensional has sole voting power with respect to 2,112,830 shares and sole dispositive power with respect to 2,150,385 shares. 3 Table of Contents PROPOSAL 1Election of Directors PROPOSAL 1 Election of Directors Our Board of Directors is divided into three classes, Class I, Class II and Class III, with staggered terms of office ending in 2025, 2026 and 2024, respectively. The term for each class expires on the date of the third annual stockholders' meeting for the election of directors following th

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