MRC Global Inc. (MRC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of MRC Global, Inc. Please note, today's meeting is being recorded. [Operator Instructions] It's now my pleasure to turn today's meeting over to Deborah Adams, Chair of the Board of Directors of MRC Global Inc. Ms. Adams, the floor is yours.

Good morning. I am pleased to welcome you to our 2025 Annual Meeting of Stockholders. We appreciate your interest in the affairs of the company and your attendance today. I would like to introduce to you members of our executive management, including Kelly Youngblood, the company's Executive Vice President and Chief Financial Officer; and Dan Churay, the company's Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary. Rob Saltiel, my fellow Director and the company's President and CEO, will not be available today as he is recovering from a bout of the flu. The other members of our Board who are nominated for reelection are also attending except for Len Anthony, who has a personal commitment. Henry Cornell notified the Board in October of 2024 of his desire to not stand for reelection at the annual meeting. We would like to thank him for his many years of service on our board, and we wish him the best in his future endeavors. A summary of the experience and qualifications for each director standing for reelection today is contained in the company's proxy statement for this meeting. I would like to thank all of the directors for their contributions and service this past year. I would also like to introduce Barry Goss with Ernst & Young, which currently serves as the company's independent registered public accounting firm. If questions arise during the discussion period that Ernst & Young should appropriately address, we will call on Barry to respond. Finally, I would like to introduce Melissa Pierce with Computershare Trust Company, who will act as Inspector of Elections for the meeting. Will the secretary now report if the notice of the meeting was duly and properly mailed?

It was Madam Chair. The Board of Directors fixed the record date for the determination of the stockholders entitled to vote at this meeting at the close of business on April 8, 2025. Our Inspector of Elections reports that holders of record of a majority of the outstanding shares of common entitled to vote at the meeting are present or represented by proxy. Therefore, a quorum is present, and the meeting may proceed.

Thank you. The meeting is now called to order. We will now proceed with the business of the meeting. The first item of business is to come before the meeting is the election of 8 persons to serve as directors of the company as set forth in the proxy statement. These 8 persons are each an existing director that has been renominated for election until the 2026 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier retirement, removal or death. Under the company's bylaws, all other nominations for the election of the Board of Directors were required to have been submitted in advance of this meeting. Because we have not received any such nominations, I declare that the nominations for the directors are closed. Your Board of Directors recommends that you vote to reelect these 8 persons who are currently members of our Board as set forth in the proxy statement. The second item of business to come before the meeting is a proposal to conduct an advisory approval on a nonbinding resolution approving the compensation of the company's named executive officers. Your Board of Directors recommends approval of this proposal as set forth in the proxy statement. The third item of business to come before the meeting is a proposal to recommend on an advisory basis, the frequency of an advisory vote on executive compensation. Your Board of Directors recommends that you vote in favor of the company seeking an advisory vote on executive compensation every year. The fourth and final item of business to come before the meeting is a proposal to ratify the action of the Audit Committee of the Board of Directors in appointing Ernst & Young as the independent registered public accounting firm for the company in 2025. Your Board of Directors recommends approval of this proposal. If you have not already voted online, please do so at this time, and I will close the polls at the end of the Q&A session. [Voting]

At this time, we'd like to take any questions you may have for us today. To ask a question, please click on the message icon to submit your question or comment. Having received no questions, our Q&A period is now closed. I'll turn the meeting back to the Chair.

I declare the polls closed. The inspectors -- the inspector of elections has filed certifications of our preliminary results of the voting. Will the Secretary please report on the preliminary results of the votes for the proposals presented?

Madam Chair, the preliminary results based on the voting of shares represented by valid proxies on file and tabulated at the meeting this morning show the following: on proposal 1, all 8 of the director nominees standing for reelection have received the majority of the votes cast for the election as directors of the company are therefore reelected; on proposal 2, a majority of the votes cast were cast in favor of the proposed resolution on the company's named executive officer compensation as described in the proxy statement; on proposal 3, a majority of the votes cast were in favor of the company seeking an advisory vote of the company's executive compensation every year; and finally, on proposal 4, a majority of the votes cast were in favor of the ratification of the appointment of Ernst & Young as the independent registered public accounting firm of the company for 2025.

This completes the business scheduled for today. I want to thank you for your participation.

This concludes the meeting. You may now disconnect.