false CORE LABORATORIES N V 00-0000000 0001000229 0001000229 2020-05-20 2020-05-20

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2020

 

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)

 

 

The Netherlands

001-14273

Not Applicable

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

Strawinskylaan 913
Tower A, Level 9

1077 XX Amsterdam
The Netherlands

 

Not Applicable

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (31-20) 420-3191

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock (Par Value EUR 0.02)

 

CLB

 

New York Stock Exchange

Common Stock (Par Value EUR 0.02)

 

CLB

 

Euronext Amsterdam Stock Exchange

 


 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

Core Laboratories N.V. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") on May 20, 2020 in Amsterdam, the Netherlands. At the Annual Meeting, the Company's shareholders were requested: (1) To elect two Class I Supervisory Directors ; (2) To appoint KPMG, including its U.S. and Dutch affiliates, (collectively, "KPMG") as the Company’s independent registered public accountants for the year ending December 31, 2020 (3) To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2019, following a discussion of our Dutch Report of the Management Board for that same period; (4) To approve and resolve the cancellation of our repurchased shares held at 12:01 a.m. CEST on May 20, 2020; (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 20, 2021, and such repurchased shares may be used for any legal purpose; (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 20, 2021; (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 20, 2021; To: (8a) approve, on an advisory basis, the compensation of our executive officers as described in the Compensation Discussion and Analysis ("CD&A") section of the proxy statement filed by the Company on March 20, 2020; (8b) 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, 2019; (8c) adopt the remuneration policy for the Management Board and the Supervisory Board in line with new Dutch legal requirements; (9) To approve and resolve the amendment and restatement of the Core Laboratories N.V. 2014 Long-Term Incentive Plan (the “LTIP”), the principal purposes of which are to increase the number of shares authorized for issuance thereunder by 1.1 million shares and to extend the term of the LTIP through May 20, 2025.

Given that more than 50% of the issued share capital was present and represented at the meeting, item numbers 1 through 8(b) and item number 9 could be approved by the affirmative vote of a majority of votes cast. Item number 8(c) required an affirmative vote of 75% of the votes cast. All items were approved and the certified results of the matters voted upon at the Annual Meeting are as follows:

 

Proposal No. 1 - Election of Class I Directors: The election of the Class I supervisory director was approved as follows:

 

 

 

 

 

 

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

Harvey Klingensmith

 

32,348,638

 

 

150,577

 

 

4,728,264

 

Monique van Dijken Eeuwijk

 

32,341,062

 

 

158,153

 

 

4,728,264

 

 

 

 

 

 

 

 

 

 

 

Proposal No. 2 - Appointment of KPMG as Independent Registered Public Accountant: The appointment of KPMG as the independent registered public accountant for the year ending December 31, 2020 was approved as follows:

 


 

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

37,094,396

 

106,524

 

26,559

 

 

Proposal No. 3 - Confirm and Adopt the Dutch Statutory Annual Accounts: The confirmation and adoption of the Company's Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2019 was approved as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

37,120,816

 

74,895

 

31,768

 

 

 

Proposal No. 4 - Approve and Resolve the Cancellation of Repurchased Shares: The approval of the cancellation of the Company's repurchased shares held by the Company in its name at 12:01 a.m. CEST on May 20, 2020 was approved as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

37,081,788

 

111,640

 

34,051

 

 

 

Proposal No. 5 - Approve Extension - Repurchase up to 10% of Issued Share Capital: The approval of the extension of the existing authority to repurchase up to 10% of the Company's issued share capital from until November 20, 2021 was approved as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

36,512,522

 

662,734

 

52,223

 

 

Proposal No. 6 - Approve Extension to Issue Shares and/or Grant Rights: The approval of the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to the Company's common and preference shares up to a maximum of 10% of outstanding shares per annum until November 20, 2021 was approved as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

36,895,931

 

286,176

 

45,372

 

 

Proposal No. 7 - Approve Extension to Limit or Exclude Preemptive Rights: The approval of the extension of the authority to limit or exclude the preemptive rights of the holders of the Company's common shares and/or preference shares up to a maximum of 10% of outstanding shares per annum until November 20, 2021 was approved as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

36,941,201

 

214,491

 

71,787

 

 

 


 

Proposal No. 8a - Approve the Compensation of the Company's Executive Officers: The compensation program regarding the Company's named executive officers was approved, on an advisory basis, as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

30,489,269

 

1,909,539

 

100,407

 

4,728,264

 

 

 

 

 

Proposal No. 8b – Cast a favorable advisory vote on the Remuneration Report for the Fiscal year ended December 31, 2019: The remuneration report was approved, on an advisory basis, as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

30,485,938

 

1,903,502 Proposal No. 8b – Cast a favorable advisory vote on the Remuneration Report for the Fiscal year ended December 31, 2019: The remuneration report was approved, on an advisory basis, as follows:

ForAgainstAbstentionsBroker Non-Votes35,702,4362,510,25132,7862,625,157

 

 

109,775

 

4,728,264

 

Proposal No. 8c – Adopt the Remuneration Policy for the Management Board and the Supervisory Board in line with new Dutch legal requirements: The remuneration policy was approved, as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

30,895,503

 

1,560,974

 

42,738

 

4,728,264

 

Proposal No. 9 – Approve and Resolve the Amendment and Restatement of the Core Laboratories 2014 Long-Term Incentive Plan: The proposal regarding the LTIP was approved, as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

30,980,658

 

1,480,684

 

37,873

 

4,728,264

 

 

 


 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

Core Laboratories N.V.

 

 

 

 

 

 

 

Dated: May 20, 2020

 

By

 

/s/ Christopher S. Hill

 

 

 

 

 

 

Christopher S. Hill

 

 

 

 

 

 

Chief Financial Officer

 

 

 

 

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