Item 5.02 Departure of Directors or Certain Officers; Election of Directors,
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors (the "Board") ofMRC Global Inc. (the "Company") and its committees met onFebruary 7 and 8, 2022, and took certain actions, including (among others) those described below. OnFebruary 7, 2022 , the Compensation Committee (the "Compensation Committee") of the Board approved a new form of Performance Share Unit Award Agreement (the "Award Agreement") under theMRC Global Inc. 2011 Omnibus Incentive Plan, (as amended, the "Plan"). Under the Award Agreement, the performance share units ("PSUs") provide the recipient with the right to earn shares of the Company's common stock equal to between 0% and 200% of the number of PSUs granted, determined by how the total shareholder return ("TSR") of the Company compares to the TSR of the companies in the Philadelphia OSX Index, on the first day of the applicable performance period, plus the TSR of NOW Inc. and the iShares Russell 2000Exchange Traded Fund (IWM), which represents the total return of the companies in the Russell 2000. If during the applicable performance period the stock of a company in the Philadelphia OSX Index or NOW Inc. ceases to be traded due to its financial performance or condition so that the TSR for that company cannot be determined then that company will be placed at the bottom of the relative TSR ranking of the Company and the other companies. If during the applicable performance period the stock of a company in the Philadelphia OSX Index or NOW Inc. ceases to be traded as a result of a merger or other acquisition then the TSR of that company will be determined as of the date of the applicable transaction. Further, if during the applicable performance period a company in the Philadelphia OSX Index or NOW Inc. is liquidated, then the average share price used to determine the TSR of that company will be determined based on the 20-trading day period (or such shorter period) such company's stock trades starting on the date the announcement of the liquidation is announced to the public. Under the Award Agreement, there are four performance periods: the one-year periods of 2022, 2023 and 2024 and the three-year period of 2022-2024. Each performance period determines the vesting of and payment to be made for 25% of the PSUs awarded. However, if an award recipient dies or becomes disabled before payment of the award the number of shares of the Company's common stock that will be paid is determined by prorating the number of shares otherwise payable under the award based on the number of days the recipient was employed during the applicable performance period. If a Change in Control of the Company occurs during a performance period, the TSR is measured at the closing of the transaction that constitutes the Change in Control, but if a Change in Control occurs prior to the beginning of a performance period the Company's performance for such period shall be deemed to have been achieved at the target performance (50th percentile) level. This description of the material terms of the Award Agreement is qualified in all respects by the actual text of the Award Agreement, which is attached to this Form 8-K as Exhibit 99.1. Upon adoption of the Award Agreement, the Compensation Committee granted PSUs under the Plan to the named executive officers of the Company, other than the chief executive officer, and the Board granted to the chief executive officer PSUs, in the amounts set forth in the table below. Name Job Title # of Performance Share Units Granted Saltiel, Robert J. Jr. President & Chief Executive Officer 214,286 Youngblood, Kelly Executive Vice President & Chief Financial Officer 64,935 Churay, Daniel J. Executive Vice President - Corporate Affairs, General Counsel and Corporate Secretary
38,636
Bates, Grant R. Senior Vice President - North America Operations & E-Commerce
27,857
--------------------------------------------------------------------------------
The Plan is scheduled to terminate onApril 9, 2022 . OnFebruary 8, 2022 , the Board amended the Plan to delete the termination date, subject to the approval of the Company's stockholders at the Company's annual meeting of stockholders scheduled forMay 5, 2022 . This amendment is intended to allow the Plan to remain in effect until the stockholders consider the amendment and an amendment to increase the number of shares available for issuance pursuant to the Plan. Under the Company's corporate governance guidelines,Rhys Best , the Company's Chairman of the Board, has not been nominated to serve during the 2022-23 term. If this is deemed to be an event that is required to be disclosed in this Item 5.02, the disclosure under Item 8.01 below is deemed incorporated by reference into this Item 5.02. Item 8.01 Other Events. The Company's corporate governance guidelines provide that a director will not be re-nominated to serve on the Board once the director turns age 73.Rhys Best , age 75, has continued to serve for two terms past age 73 pursuant to waivers that the Board made to allow for a transition of leadership to a new chief executive officer and to provide for a transition in leadership of the Board. Under the Company's corporate governance guidelines,Rhys Best , the Company's Chairman of the Board, has not been re-nominated to serve during the 2022-23 term and, as a result, will no longer serve as a director. OnFebruary 8, 2022 , the Board selected directorRobert L. Wood to be the Company's next Chairman of the Board, effective and contingent upon his re-election as a director at the Company's annual meeting, which the Board scheduled forMay 5, 2022 .Mr. Best will continue to serve the remainder of his term until his term ends, andMr. Best expressed no disagreements on any matter relating to the Company's operations, policies or practices.
The Company issued a press release on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 Form of Performance Share Unit Award Agreement 99.2 Press release datedFebruary 11, 2022 104 Cover Page Interactive Data File - The cover page XBRL tags from this
Current Report on Form 8-K are embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source