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. )
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o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Proxy Statement | |
þ | Definitive Additional Materials | |
o | 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)
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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 23, 2019
Meeting Information | |||
CORE LABORATORIES N.V. | Meeting Type: | Annual Meeting | |
For holders as of: | April 25, 2019 | ||
Date: May 23, 2019 | Time: 9:00 am CEST | ||
Location: | Hotel Sofitel Legend the Grand Amsterdam | ||
Oudezijds Voorburgwal 197, 1012 EX | |||
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 9, 2019 to facilitate timely delivery. | ||
See the reverse side of this notice to obtain proxy materials and voting instructions. | ||
— 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*: | sendmaterial@proxyvote.com | |||
* 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 9, 2019 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. | ||
The Board of Supervisory Directors recommends that you vote FOR the following: | ||||||
1. | To re-elect two Class II Supervisory Directors, Martha Z. Carnes and Michael Straughen, and to elect one new Class II Supervisory Director, Gregory Barnett, to serve until our annual meeting in 2022 under the terms and conditions described within the proxy statement and until their successors shall have been duly elected and qualified; | |||||
Nominees: | ||||||
1a) Martha Z. Carnes | ||||||
1b) Michael Straughen | ||||||
1c) Gregory B. Barnett | ||||||
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 (the "Company") independent registered public accountants for the year ending December 31, 2019. | 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 23, 2020. | |||
3. | To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2018, 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 23, 2020. | |||
4. | To approve and resolve the cancellation of our repurchased shares held at 12:01 a.m. CEST on May 23, 2019. | 8. | To approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section entitled Compensation Discussion and Analysis 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 23, 2020, and such repurchased shares may be used for any legal purpose. | 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. | ||||