On April 2, 2024, MRC Global Inc. announced that it entered into a Cooperation Agreement with Engine Capital L.P. and certain affiliates thereof (collectively, Engine Capital). The Company stated that pursuant to the Cooperation Agreement, the Company agreed, among other things, to appoint Daniel B. Silvers (the New Director) as a member of the board of directors of the Company and the Compensation & Human Capital Committee and the ESG & Enterprise Risk Committee of the Board, effective as of April 1, 2024. The New Director (or any replacement nominee selected in accordance with the terms and conditions of the Cooperation Agreement) will be nominated by the Board to stand for election for a full term at the Company?s 2024 Annual Meeting of Stockholders.

Until the earlier of (i) the date that is 30 days prior to the nomination deadline for the 2025 Annual Meeting of Stockholders of the Company and (ii) 120 days prior to the first anniversary of the 2024 Annual Meeting, subject to extension by in the event the Company and Engine Capital mutually agree to extend the tenure of the New Director (or his replacement) (the Termination Date), the size of the Board will not exceed 11 directors. The Company also stated that pursuant to the Cooperation Agreement, Engine Capital has agreed to abide by certain standstill restrictions, voting commitments, confidentiality and publicity and other provisions. Furthermore, the Company stated that Engine Capital has, contemporaneously with entry into the Cooperation Agreement, withdrawn its nomination notice, dated as of February 2, 2024 (as amended by that certain Notice of Withdrawal, dated March 14, 2024), submitted to the Company.