DNOW : 2024 Notice of Annual Meeting & Proxy Statement

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS…………………………………………………………….1

PROXY STATEMENT

Proposal No. 1 - Election of Directors

9

Committees and Meetings of the Board

13

Board of Directors

16

Audit Committee Report

20

Proposal No. 2 - Approval of 2024 Long-Term Incentive Plan

23

Proposal No. 3 - Ratification of Independent Auditors

31

Proposal No. 4 - Approval of the Compensation of our Named Executive Officers

32

Corporate Governance

35

Executive Officers

45

Stock Ownership

47

Compensation Discussion and Analysis

49

Compensation Committee Report on Executive Compensation

72

Executive Compensation

76

Certain Relationships and Related Transactions

83

Pay Ratio

84

2023 Pay vs Performance

85

Director Compensation

88

Section 16(a) Beneficial Ownership Reporting Compliance

90

Stockholder Proposals for the 2025 Annual Meeting

90

Annual Report and Other Matters

90

APPENDIX A

DNOW INC. 2024 LONG-TERM INCENTIVE PLAN

APPENDIX B

ANNUAL REPORT TO STOCKHOLDERS

Business

B-2

Risk Factors

B-9

Cybersecurity

B-22

Properties

B-24

Legal Proceedings

B-24

Mine Safety Disclosures

B-24

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

B-25

Management's Discussion and Analysis of Financial Condition and Results of Operations

B-27

Quantitative and Qualitative Disclosures about Market Risk

B-38

Financial Statements and Supplementary Data

B-39

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

B-39

Controls and Procedures

B-39

Other Information

B-39

Directors, Executive Officers and Corporate Governance

B-40

Executive Compensation

B-40

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

B-40

Certain Relationships and Related Transactions, and Director Independence

B-40

Principal Accounting Fees and Services

B-40

Exhibits and Financial Statement Schedules

B-41

Effecfive and Independent Board Oversight

Independent Chairman of the Board serving as lead director

7 of 8 director nominees are independent

All commiftee chairs and members are independent

Declassified where all directors are elected annually

Core Industry Experience (in years)

Director Tenure(in years)*

Age*

<30

30-40

40+

0-6

44-65

2

4

2

7-10

66-75

Average Tenure: 6.2 years | * As of April 2024

Average Age: 63.25 years | * As of April 2024

Director

Director

Director Racial

ESG

Other Corporate Governance Highlights:

Independence

Gender

Diversity

Experience

1.

Majority vofing to elect board members

Diversity

2.

Annual say on pay vofing

3

1

7

8

3.

Clawback policy to recover execufive compensafion

4.

Stock ownership guidelines for officers

5.

Board engagement with CEO over Management Succession Planning

FEMALE

6.

Execufive sessions provided for all Board and commiftee meefings

DIRECTORS

DIRECTOR

7.

Annual Board and commiftee evaluafions using a third -party facilitator

ANNUAL MEETING:

Date:

Wednesday, May 22, 2024

Time:

10:00 a.m. (Central Standard Time)

Place:

DNOW Corporate Headquarters

7402 N. Eldridge Parkway

Houston, Texas 77041

AGENDA:

Proposal 1:

To elect eight nominees as directors of the Company

for one-year terms.

Proposal 2:

To consider and act upon a proposal to approve the 2024

Long-Term Incentive Plan.

Proposal 3:

To ratify the appointment of Ernst & Young LLP as

independent auditors of the Company for 2024.

Proposal 4:

To approve, on an advisory basis, the compensation of

our named executive officers.

The Board of Directors recommends that you vote "FOR" the election

of the eight nominees for director (Proposal 1), "FOR" the proposal to

approve the 2024 Long-Term Incentive Plan (Proposal 2), "FOR" the

proposal to ratify the appointment of Ernst & Young LLP as

independent auditors of the Company for 2024 (Proposal 3), and

"FOR" the approval of the compensation of our named executive

officers (Proposal 4).

RECORD DATE/

All stockholders of record at the close of business on March 25, 2024

WHO CAN VOTE:

are entitled to vote. The only class of securities entitled to vote at the

Annual Meeting is DNOW common stock. Holders of DNOW common

stock are entitled to one vote per share at the Annual Meeting.

PROXY NOTICE:

Proxy Materials will be available to stockholders on or about April 5,

2024. Our Annual Report on Form 10-K, including financial statements,

for the fiscal year ended December 31, 2023, accompanies this Proxy

Statement. The Annual Report on Form 10-K shall not be considered as

a part of the proxy solicitation materials or as having been incorporated

by reference.

PROXIES SOLICITED:

Your vote and proxy is being solicited by the Board of Directors for use

at the Annual Meeting. This Proxy Statement and enclosed proxy card

is being sent on behalf of the Board of Directors to all stockholders

beginning on

or about April 5, 2024. By completing, signing and

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returning your proxy card, you will authorize the persons named on the

proxy card to vote your shares according to your instructions.

PROXIES:

If your proxy does not indicate how you wish to vote your common

stock, the persons named on the proxy card will vote FOR election of

the eight nominees for director (Proposal 1), FOR the proposal to

approve the 2024 Long-Term Incentive Plan (Proposal 2), FOR the

ratification of the appointment of Ernst & Young LLP as independent

auditors (Proposal 3), and FOR the approval of the compensation of

our named executive officers (Proposal 4).

REVOKING YOUR

You can revoke your proxy at any time prior to when the vote is taken

PROXY:

at the meeting by: (i) filing a written notice revoking your proxy; (ii)

filing another proxy bearing a later date; or (iii) casting your vote in

person at the Annual Meeting. Your last vote will be the vote that is

counted.

QUORUM:

As of March 25, 2024, there were 108,894,127 shares of DNOW

common stock issued and outstanding. The holders of these shares have

the right to cast one vote for each share held by them. Shareholders, in

person or by proxy, casting at least 54,447,064 votes constitutes a

quorum for adopting the proposals at the Annual Meeting. Abstentions

will be included in determining the number of shares present at the

meeting for the purpose of determining a quorum, as will broker non-

votes. A broker non-vote occurs when a broker is not permitted to vote

on a matter without instructions from the beneficial owner of the shares

and no instruction is given. If you have properly signed and returned

your proxy card, you will be considered part of the quorum, and the

persons named on the proxy card will vote your shares as instructed.

VOTE REQUIRED FOR

For the proposal to elect the eight director nominees (Proposal 1), our

APPROVAL:

bylaws require that each director nominee be elected by the majority of

votes cast with respect to such nominee (i.e. the number of shares voted

FOR a director nominee must exceed the number of shares voted

AGAINST that nominee). For additional information regarding our

majority voting policy, see page 9 of the proxy statement. You cannot

abstain in the election of directors and broker non-votes are not counted.

Brokers are not permitted to vote your shares on the election of

directors in the absence of your specific instructions as to how to

vote. Please provide your broker with voting instructions so that

your vote can be counted.

Approval of the proposal to approve the 2024 Long-Term Incentive

Plan (Proposal 2), the proposal to ratify the appointment of Ernst &

Young LLP as independent auditors (Proposal 3) and the proposal to

approve the compensation of our named executive officers (Proposal

4) will require the affirmative vote of a majority of the shares of our

common stock entitled to vote in person or by proxy. An abstention will

have the same effect as a vote AGAINST for each such proposal. With

respect to Proposals 2 and 4, brokers are not permitted to vote your

shares in the absence of your specific instructions as to how to vote.

Please provide your broker with voting instructions so that your vote

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