UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant

Filed by a Party other than the Registrant

 

Check the appropriate box:

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

 

Core Laboratories N.V.

 

(Name of Registrant as Specified In Its Charter)

 

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

(2)

Aggregate number of securities to which transaction applies:

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4)

Proposed maximum aggregate value of transaction:

 

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

(2)

Form, Schedule or Registration Statement No.:

 

(3)

Filing Party:

 

(4)

Date Filed:

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*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

for the Shareholder Meeting To Be Held on May 19, 2021

 

           

 

 

Meeting Information

CORE LABORATORIES N.V.

 

Meeting Type:

Annual Meeting

 

 

For holders as of:

April 21, 2021

 

 

Date: May 19, 2021

Time:  4:00 pm CEST

 

 

Location:

NautaDutilh Office

 

 

 

Beethovenstraat 400, 1082 PR

 

 

 

Amsterdam, The Netherlands

           

CORE LABORATORIES N.V.

 

You are receiving this communication because you hold shares in the above named company.

 

 

 

C/O CORE LABORATORIES LP

6316 WINDFERN ROAD

HOUSTON, TX  77040

 

This is not a ballot. You cannot use this notice to vote these shares. 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 proxy materials are available at www.proxydocs.com/clb. If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy (as instructed on the reverse side) on or before May 7, 2021 to facilitate timely delivery.

 

 

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

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— Before You Vote —

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT

ANNUAL REPORT

 

 

 

 

 

 

 

How to View Online:

 

 

 

 

Have the information that is printed in the box marked by the arrow à

XXXX XXXX XXXX

(located on the following page) and

visit: www.proxydocs.com/clb.

 

 

 

 

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:

The proxy materials are available at www.proxydocs.com/clb.

 

2) BY TELEPHONE:

1-800-579-1639

 

 

 

3) BY E-MAIL*:

[email protected]

 

 

 

 

 

 

 

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed

in the box marked by the arrow à

XXXX XXXX XXXX

(located on the following page) in the subject line.

 

 

 

 

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2021 to facilitate timely delivery.

 

 

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. To obtain directions to the meeting, call   713 - 328 - 2104.

 

 

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box

marked by the arrow    à

XXXX XXXX XXXX

available and follow the instructions.

 

 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 

 

 


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The Board of Supervisory Directors recommends that you vote FOR the following:

 

 

 

 

1.

To elect one new Class III Supervisory Director and to re-elect one current Class III Supervisory Directors to serve under the terms and conditions described within the proxy statement until our annual meeting in 2024 and until their successors shall have been duly elected and qualified;

 

 

 

 

 

1a) Kwaku Temeng

 

 

 

 

 

1b) Lawrence Bruno

 

 

 

The Board of Supervisory Directors recommends you vote FOR the following proposals:

 

 

 

 

 

 

 

 

 

 

2.

To appoint KPMG, including its U.S. and Dutch affiliates, (collectively, "KPMG") as Core Laboratories N.V.'s independent registered public accountants for the year ending December 31, 2021.

 

6.

To approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to our common and preference shares up to a maximum of 10% of outstanding shares per annum until November 19, 2022.

 

 

 

 

 

 

3.

To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2020, following a discussion of our Dutch Report of the Management Board for that same period.

 

7.

To approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of our common shares and/or preference shares up to a maximum of 10% of outstanding shares per annum until November 19, 2022, and

 

 

 

 

 

 

 

4.

To approve and resolve the cancellation of our repurchased shares held at 12:01 a.m. CEST on May 19, 2021.

 

8.

To:

(a) approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section entitled Compensation Discussion and Analysis ("CD&A"), and the compensation of Core Laboratories N.V.'s named executive officers as disclosed pursuant to the United States Securities and Exchange Commission's compensation disclosure rules, including the compensation tables;

 

 

 

 

 

 

 

5.

To approve and resolve the extension of the existing authority to repurchase up to 10% of our issued share capital from time to time for an 18-month period, until November 19, 2022, and such repurchased shares may be used for any legal purpose.

 

 

 

(b) cast a favorable advisory vote on the remuneration report referred to in Section 2:135b of the Dutch Civil Code for the fiscal year ended December 31, 2020.

 

 

 

 

 

 

 

 

 

 

 

NOTE: Such other business as may properly come before the annual meeting or any adjournment thereof shall be voted in accordance with the discretion of the attorneys and proxies appointed hereby.

 

 

 

 

 

 

 

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