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): December 14, 2006
DRIL-QUIP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13439 | 74-2162088 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| 13550 Hempstead Highway | ||
| Houston, Texas | 77040 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 939-7711
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 (see General Instruction A.2):
¨ 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))
| Item 5.02 | Departure of Directors of Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 14, 2006, upon the recommendation of its Nominating, Governance and Compensation Committee, the Board of Directors of Dril-Quip, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed L. H. Dick Robertson to fill the newly created directorship. Mr. Robertson will serve as a Class III director of the Company until the expiration of his term on the date of the Company’s annual meeting of stockholders in 2009, or until his successor is duly elected and qualified.
Mr. Robertson, 72, was the president and chief executive officer of Dual Drilling Company, an international offshore drilling contractor, from 1984 until June 1996, when Dual Drilling merged with Ensco International Incorporated. From June 1996 to the present, Mr. Robertson has been retired. Prior to his employment with Dual Drilling Company, Mr. Robertson served as president and chief executive officer of Republic Drilling & Service, president of Progress Drilling & Marine, Inc., chairman, president and chief executive officer of Attwood Oceanics, Inc. and senior vice president of Global Marine, Inc. Mr. Robertson holds a bachelor of science degree in petroleum engineering and a BBA in general business from Texas A&M University.
There are no arrangements or understandings between Mr. Robertson and any other person pursuant to which he was selected as a director. The Company is not aware of any transaction in which Mr. Robertson has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Robertson will be compensated for his service on the Board of Directors under the Company’s standard arrangement described in its proxy statement for the 2006 annual meeting of stockholders.
On December 15, 2006, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Robertson pursuant to which the Company agrees to indemnify Mr. Robertson, to the fullest extent permitted by applicable law, from and against any and all losses, liabilities, claims, damages and certain expenses arising out of an event or occurrence related to the fact that he is or was a director of the Company or is or was serving in another position at the request of the Company. The Indemnification Agreement is substantially similar to the Company’s indemnification agreements with its executive officers and other directors. The foregoing description is qualified by reference to the terms of the Indemnification Agreement, a copy of the form of which is provided as Exhibit 10.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this report:
| Exhibit No. |
Description | |
| 10.1 | Form of Indemnification Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 17, 2005). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRIL-QUIP, INC. | ||
| By: | /s/ Gary D. Smith | |
| Gary D. Smith Co-Chairman and Co-Chief Executive Officer | ||
Date: December 19, 2006
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Form of Indemnification Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 17, 2005) | |
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