8-K

Date: May 20, 2026

/s/ Raymond W. Chang

Raymond W. Chang

Vice President & General Counsel

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 20, 2026

DNOW INC.

(Exact name of registrant as specified in its charter)

LOGO

Delaware

001-36325

46-4191184

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7402 North Eldridge Parkway

Houston, Texas

77041

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 281-823-4700

(Former name or former address, if changed since last report.)

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:

☐	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, par value $0.01	DNOW	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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

On May 20, 2026, DNOW Inc. (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 nine members to the Board of Directors;

2.	the ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026; and

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

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


1. Election of directors:	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Richard Alario	157,128,697	4,114,934	42,771	10,324,886
Terry Bonno	158,708,847	2,519,104	58,451	10,324,886
David Cherechinsky	160,298,178	944,850	43,374	10,324,886
Galen Cobb	158,800,127	2,430,940	55,335	10,324,886
Paul Coppinger	156,637,730	4,594,348	54,324	10,324,886
George Damiris	160,886,648	163,064	236,690	10,324,886
Karen David-Green	160,799,509	429,511	57,382	10,324,886
Ronald Jadin	160,892,650	168,073	225,679	10,324,886
Sonya Reed	158,371,865	2,859,954	54,583	10,324,886

The nine directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2027. There were no nominees to office other than the directors elected.


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
2. Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026	170,813,460	769,789	28,039	0


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
3. Approval of the compensation of the Company’s named executive officers	155,128,968	6,013,091	144,343	10,324,886