Engine Nominates Two Highly Qualified Candidates for Election to MRC Global’s Board of Directors at the 2024 Annual Meeting

Engine Capital, L.P. (together with its affiliates, "Engine"), a significant shareholder of MRC Global Inc. (NYSE: MRC) ("MRC" or the "Company") and the owner of nearly 4.3% of the Company’s outstanding common stock, today announced it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with its nomination of two highly qualified candidates for election to the Company’s Board of Directors (the “Board”) at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”): Brad Favreau and Daniel Silvers.

Arnaud Ajdler, Engine’s Founder and Managing Member, commented:

“Engine has spent months engaging with MRC on its current strategy, capital allocation approach and Board composition. In particular, we have highlighted to the Board the risks of its stated M&A strategy¹ and the importance of adding at least one director with an investor mindset and significant capital allocation experience. While we have formally nominated two directors to the Board, we want to emphasize that Engine made its candidates available for interviews and was willing to agree to a framework that contemplated a single board seat to facilitate a resolution to benefit all stakeholders. Considering the size of our ownership position and our significant concerns, it is disappointing the Company has resisted working with us. In our view, a Board that owns de minimis stock should not be willing to spend stockholder capital to keep an investor-designee from serving on a nine-member Board.

We look forward to engaging with our fellow shareholders on the case for adding stockholder-designees to MRC’s boardroom. In the meantime, we would like to highlight the following:

• MRC has struggled as a public company. The stock is down 42.4% since its initial public offering almost 12 years ago and has underperformed its competitor DNOW Inc. over the last one-, three- and five-year periods.²
• The Board has been unable to resolve its ongoing dispute with its Preferred Stockholder, Cornell Capital. This is preventing MRC from fully optimizing its capital structure and harming financial flexibility.
• Management’s plan to pursue an M&A strategy is concerning. We believe the strategy is risky in the best of times, but especially today given the current state of MRC’s capital structure, depressed multiple and undervaluation, and the high likelihood that the Board will have to pay higher multiples for acquisition targets.
• Chief Executive Officer Rob Saltiel does not have a successful track record of creating value through business acquisitions or integrations.

For these reasons (among others), we expected the Board to be open to input from one of its largest stockholders to help ensure investor interests are prioritized. While this has not been the case so far and forced us to make our concerns public today, it is still our hope to work constructively with the Board to resolve this matter.”