Washington, D.C. 20549


(RULE 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant    ☒                                Filed by a Party other than the Registrant    ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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             LOGO    LOGO




Go to www.investorvote.com/MRC or scan the OR code – login details are located in the shaded bar below.


      Votes submitted electronically must be received by 11:59 p.m. Houston, TX Time, on May 6, 2020





Important Notice Regarding the Availability of Proxy Materials for the

MRC Global Inc. Stockholder Meeting to be Held on May 7, 2020

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2020 proxy statement and annual report to stockholders are available at:






Easy Online Access – View your proxy materials and vote.


     Step 1:    Go to www.investorvote.com/MRC.
     Step 2:    Click on the icon on the right to view meeting materials.
     Step 3:    Return to the investorvote.com window and follow the instructions on the screen to log in.
     Step 4:    Make your selections as instructed on each screen for your delivery preferences.
     Step 5:    Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.







Obtaining a Copy of the Proxy Materials - If you want to receive a copy of the proxy materials, you must request one. There Is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 23, 2020 to facilitate timely delivery.




   2 N O T                                       




MRC Global Inc.’s Annual Meeting of Stockholders will be held on May 7, 2020 at the Fulbright Tower Auditorium, 1301 McKinney Street, Houston, Texas 77010, at 10:00 a.m. Houston, Texas Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote “FOR” the election of each of the nominees listed below and “FOR” Proposals II and Ill:


Election of Directors:

01 - Rhys J. Best

02 - Deborah G. Adams

03 - Leonard M. Anthony

04 - Barbara J. Duganier

05 - Andrew R. Lane

06 - Cornelis A. Linse

07 - John A. Perkins

08 - Robert L. Wood


Approve a non-binding advisory resolution approving the Company’s named executive officer compensation.


Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2020.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.


Annual Meeting of Stockholders

May 7, 2020

10:00 a.m. Houston, Texas time


Fulbright Tower Auditorium

1301 McKinney Street

Houston, Texas 77010

We are actively monitoring the coronavirus (COVID-19) and in the event it is not advisable to hold our meeting in person,

we will announce alternative arrangements for the meeting in advance.

Please monitor our website at https://www.mrcglobal.com and click on Investor Relations for updated information.





Here’s how to order a copy of the proxy materials and select delivery preferences:


Current and future delivery requests can be submitted using the options below.


If you request an email copy, you will receive an email with a link to the current meeting materials.


PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.





Internet – Go to www.investorvote.com/MRC.





Phone – Call us free of charge at 1-866-641-4276.





Email – Send an email to investorvote@computershare.com with “Proxy Materials MRC Global Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.



To facilitate timely delivery, requests for a paper copy of proxy materials must be received by April 23, 2020.