Item 1.01 Entry into a Material Definitive Agreement.




On May 17, 2023, the Board of Directors of NOV Inc. (the "Company") approved and
adopted a form of indemnification agreement to be entered into by the Company
with its directors, officers and certain other key employees (the
"Indemnification Agreement"). Additionally, on May 17, 2023, the Company entered
into Indemnification Agreements with each of its directors and executive
officers.

The Indemnification Agreement requires the Company to indemnify the Company's
directors and officers, to the fullest extent permitted by law, for certain
expenses, including attorneys' fees, judgments, penalties, fines and settlement
amounts actually and reasonably incurred in any action or proceeding arising out
of or related to out of their services as one of the Company's directors or
officers or as a director or officer of any other company or enterprise to which
the person provides services at the Company's request.

The foregoing description of the indemnification agreements is qualified in its
entirety by the full text of the form of indemnification agreement, a copy of
which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.




At the 2023 Annual Meeting of Stockholders of the Company held on May 17, 2023,
the stockholders of the Company approved an amendment and restatement of the
Company's Sixth Amended and Restated Certificate of Incorporation to provide for
exculpation of liability for officers of the Company for certain breaches of
fiduciary duties, similar to the protections currently available for directors
of the Company. The Company filed the Seventh Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State's office, which became
effective as of May 17, 2023.

A copy of the Company's Seventh Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 17, 2023, the Company held its Annual Meeting of Stockholders where the following matters were voted upon and approved by the Company's stockholders:

1. the election of eight members to the Board of Directors;

2. the ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for 2023;

3. the approval, on an advisory basis, of the compensation of our named executive officers;

4. the frequency for the advisory vote on named executive officer compensation to be conducted on an annual basis; and

5. the approval of an amendment and restatement of the Company's Sixth Amended and Restated Certificate of Incorporation to provide for exculpation of liability for officers of the Company.

The following is a summary of the voting results for each matter presented to the Company's stockholders:



                                                                   BROKER NON-
1. Election of directors:       FOR        AGAINST      ABSTAIN       VOTES
Clay C. Williams            339,830,912   10,812,123    388,028    19,046,107
Greg L. Armstrong           324,298,984   26,457,394    274,685    19,046,107
Marcela E. Donadio          333,312,952   17,441,465    276,646    19,046,107
Ben A. Guill                326,414,848   24,317,137    299,078    19,046,107
David D. Harrison           326,637,940   24,117,496    275,627    19,046,107
Eric L. Mattson             329,542,898   21,210,937    277,228    19,046,107
William R. Thomas           347,358,299   3,392,725     280,039    19,046,107
Robert S. Welborn           295,360,621   54,041,260   1,629,182   19,046,107

--------------------------------------------------------------------------------


The eight directors nominated by the Board of Directors were re-elected to serve
one-year terms expiring in 2024. There were no nominees to office other than the
directors elected.

                                                                                   BROKER NON-
                                             FOR          AGAINST       ABSTAIN       VOTES
2. Ratification of the appointment
of Ernst & Young LLP as the
Company's independent auditors for
2023                                     348,865,203     20,936,043     275,924         0



                                                                                  BROKER NON-
                                               FOR         AGAINST      ABSTAIN      VOTES
3. Approval of the compensation of the
Company's named executive officers         336,552,287    14,138,035    340,741   19,046,107



                                                                    THREE                 BROKER
                                         ONE YEAR     TWO YEARS     YEARS     ABSTAIN   NON-VOTES
4. Frequency for the advisory vote on
the Company's named executive officer
compensation                            343,485,630    34,541     7,169,185

341,707 19,046,107

The stockholders approved the advisory vote on named executive officer compensation to be conducted on an annual basis. Based on the vote, the Company intends to hold a say on pay vote every year.



                                                                                           BROKER NON-
                                             FOR             AGAINST          ABSTAIN         VOTES
5. Approval of an amendment and
restatement of the Company's Sixth
Amended and Restated Certificate of
Incorporation to provide for
exculpation of liability for
officers of the Company                   317,476,553        33,199,335        355,175       19,046,107

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number       Exhibit Title or Description

 3.1           Seventh Amended and Restated Certificate of Incorporation of NOV
             Inc.

10.1           Form of Indemnification Agreement

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses