DNOW INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect eight directors to hold office for one-year terms: David Cherechinsky

DNOW INC.’s own tally for this item (“Elect Director: David Cherechinsky”): 93,898,890 for, 539,453 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR DAVID CHERECHINSKY” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 59,006,197 for, 301 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Galen Cobb

DNOW INC.’s own tally for this item (“Elect Director: Galen Cobb”): 93,825,356 for, 639,279 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR GALEN COBB” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 58,986,602 for, 19,896 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Karen David-Green

DNOW INC.’s own tally for this item (“Elect Director: Karen David-Green”): 93,918,149 for, 547,891 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR KAREN DAVID-GREEN” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 59,006,197 for, 301 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Paul Coppinger

DNOW INC.’s own tally for this item (“Elect Director: Paul Coppinger”): 91,025,892 for, 3,440,480 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR PAUL COPPINGER” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 58,975,446 for, 31,052 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Richard Alario

DNOW INC.’s own tally for this item (“Elect Director: Richard Alario”): 90,365,691 for, 4,100,751 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR RICHARD ALARIO” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 58,975,446 for, 31,052 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Rodney Eads

DNOW INC.’s own tally for this item (“Elect Director: Rodney Eads”): 93,674,657 for, 766,084 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR RODNEY EADS” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 58,986,602 for, 19,896 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Sonya Reed

DNOW INC.’s own tally for this item (“Elect Director: Sonya Reed”): 91,654,645 for, 2,811,246 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR SONYA REED” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 58,986,602 for, 19,896 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect eight directors to hold office for one-year terms: Terry Bonno

DNOW INC.’s own tally for this item (“Elect Director: Terry Bonno”): 93,650,152 for, 801,642 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following is a summary of the voting results for each matter presented to the Company's stockholders: The eight directors nominated by the Board of Directors were re-elected to serve a one-year term expiring in 2025.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DNOW INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR TERRY BONNO” (2 managers, 15,987 for, 82,379 not voted).

The 97 asset managers below reported 58,995,041 for, 11,457 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To consider and act upon a proposal to approve the 2024 Long-Term Incentive Plan;

DNOW INC.’s own tally for this item (“2. Approval of the 2024 Long-Term Incentive Plan”): 89,201,290 for, 5,247,238 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 100 asset managers below reported 57,806,337 for, 1,269,948 against, 2,237 unknown.

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

Description as filed by funds: To consider and act upon an advisory proposal to approve the compensation of our named executive officers.

DNOW INC.’s own tally for this item (“4. Approval of the compensation of the Company's named executive officers”): 89,535,530 for, 4,943,477 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 97 managers: 58,389,027 for, 633,297 against, 82,379 not voted, 2,237 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 254 managers: 45,155,273 for, 5,046,028 against, 388 abstained, 1 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company for 2024;

DNOW INC.’s own tally for this item (“3. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for 2024”): 97,990,447 for, 1,728,725 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 97 asset managers below reported 58,499,964 for, 506,534 against, 2,237 unknown.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.