Item 5.02 Departure of Directors or Certain Officers; Election of Directors,


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


The Board of Directors (the "Board") of MRC Global Inc. (the "Company") and its
committees met on February 7 and 8, 2022, and took certain actions, including
(among others) those described below.

On February 7, 2022, the Compensation Committee (the "Compensation Committee")
of the Board approved a new form of Performance Share Unit Award Agreement (the
"Award Agreement") under the MRC Global Inc. 2011 Omnibus Incentive Plan, (as
amended, the "Plan").

Under the Award Agreement, the performance share units ("PSUs") provide the
recipient with the right to earn shares of the Company's common stock equal to
between 0% and 200% of the number of PSUs granted, determined by how the total
shareholder return ("TSR") of the Company compares to the TSR of the companies
in the Philadelphia OSX Index, on the first day of the applicable performance
period, plus the TSR of NOW Inc. and the iShares Russell 2000 Exchange Traded
Fund (IWM), which represents the total return of the companies in the Russell
2000. If during the applicable performance period the stock of a company in the
Philadelphia OSX Index or NOW Inc. ceases to be traded due to its financial
performance or condition so that the TSR for that company cannot be determined
then that company will be placed at the bottom of the relative TSR ranking of
the Company and the other companies. If during the applicable performance period
the stock of a company in the Philadelphia OSX Index or NOW Inc. ceases to be
traded as a result of a merger or other acquisition then the TSR of that company
will be determined as of the date of the applicable transaction. Further, if
during the applicable performance period a company in the Philadelphia OSX Index
or NOW Inc. is liquidated, then the average share price used to determine the
TSR of that company will be determined based on the 20-trading day period (or
such shorter period) such company's stock trades starting on the date the
announcement of the liquidation is announced to the public.

Under the Award Agreement, there are four performance periods: the one-year
periods of 2022, 2023 and 2024 and the three-year period of 2022-2024. Each
performance period determines the vesting of and payment to be made for 25% of
the PSUs awarded. However, if an award recipient dies or becomes disabled before
payment of the award the number of shares of the Company's common stock that
will be paid is determined by prorating the number of shares otherwise payable
under the award based on the number of days the recipient was employed during
the applicable performance period. If a Change in Control of the Company occurs
during a performance period, the TSR is measured at the closing of the
transaction that constitutes the Change in Control, but if a Change in Control
occurs prior to the beginning of a performance period the Company's performance
for such period shall be deemed to have been achieved at the target performance
(50th percentile) level. This description of the material terms of the Award
Agreement is qualified in all respects by the actual text of the Award
Agreement, which is attached to this Form 8-K as Exhibit 99.1.

Upon adoption of the Award Agreement, the Compensation Committee granted PSUs
under the Plan to the named executive officers of the Company, other than the
chief executive officer, and the Board granted to the chief executive officer
PSUs, in the amounts set forth in the table below.



                Name                                                          Job Title                                         # of Performance Share Units Granted
Saltiel, Robert J. Jr.                  President & Chief Executive Officer                                                                   214,286
Youngblood, Kelly                       Executive Vice President & Chief Financial Officer                                                     64,935
Churay, Daniel J.                       Executive Vice President - Corporate Affairs, General Counsel and Corporate Secretary

38,636


Bates, Grant R.                         Senior Vice President - North America Operations & E-Commerce

27,857

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The Plan is scheduled to terminate on April 9, 2022. On February 8, 2022, the
Board amended the Plan to delete the termination date, subject to the approval
of the Company's stockholders at the Company's annual meeting of stockholders
scheduled for May 5, 2022. This amendment is intended to allow the Plan to
remain in effect until the stockholders consider the amendment and an amendment
to increase the number of shares available for issuance pursuant to the Plan.

Under the Company's corporate governance guidelines, Rhys Best, the Company's
Chairman of the Board, has not been nominated to serve during the 2022-23 term.
If this is deemed to be an event that is required to be disclosed in this Item
5.02, the disclosure under Item 8.01 below is deemed incorporated by reference
into this Item 5.02.


Item 8.01 Other Events.


The Company's corporate governance guidelines provide that a director will not
be re-nominated to serve on the Board once the director turns age 73. Rhys Best,
age 75, has continued to serve for two terms past age 73 pursuant to waivers
that the Board made to allow for a transition of leadership to a new chief
executive officer and to provide for a transition in leadership of the Board.
Under the Company's corporate governance guidelines, Rhys Best, the Company's
Chairman of the Board, has not been re-nominated to serve during the 2022-23
term and, as a result, will no longer serve as a director. On February 8, 2022,
the Board selected director Robert L. Wood to be the Company's next Chairman of
the Board, effective and contingent upon his re-election as a director at the
Company's annual meeting, which the Board scheduled for May 5, 2022. Mr. Best
will continue to serve the remainder of his term until his term ends, and
Mr. Best expressed no disagreements on any matter relating to the Company's
operations, policies or practices.

The Company issued a press release on February 11, 2022 announcing these changes, a copy of which is filed herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




99.1    Form of Performance Share Unit Award Agreement

99.2    Press release dated February 11, 2022

104     Cover Page Interactive Data File - The cover page XBRL tags from this

Current Report on Form 8-K are embedded within the Inline XBRL document.

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