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 |
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Location: |
Sheraton Amsterdam Airport Hotel Conference Center Schiphol Blvd 101 Amsterdam, 1118 BG, The Netherlands |
1) BY INTERNET:
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The proxy materials are available at www.proxydocs.com/clb. | |
2) BY TELEPHONE:
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1-800-579-1639 | |
3) BY E-MAIL*:
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1. | To re-elect three Class I Supervisory Directors and to elect one new Class I Supervisory
Director to serve until our annual meeting in 2014 and until their successors shall have been duly
elected and qualified;
Nominees: |
2. | To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal
year ended December 31, 2010; |
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3. | To approve and resolve the cancellation of our repurchased shares held at the time the annual
meeting starts; |
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4. | To approve and resolve the extension of the existing authority to repurchase up to 25.6% of our
issued share capital, as follows: |
4a. | our shareholders will be asked to renew the authorization of the Management Board to repurchase
up to 10% of our issued share capital from time to time for an 18-month period, until November 19,
2012, and such repurchased shares may be used for any legal purpose, and |
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4b. | our shareholders will be asked to renew the authorization of our Management Board to repurchase
up to an additional 15.6% of our issued share capital from time to time until March 10, 2012, which
is an additional three month period from the existing authorized date of December 10, 2011, and
such repurchased shares may only be used for the satisfaction of any obligation the Company may
have to deliver shares pursuant to the warrants we sold to Lehman Brothers OTC Derivatives, Inc.
(Lehman OTC) contemporaneously with the issuance of our 0.25% Senior Exchangeable Notes (Senior
Exchangeable Notes); |
5. | 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
20% of outstanding shares per annum until May 19, 2016; |
6. | 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 20% of outstanding
shares per annum until May 19, 2016; |
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7. | To ratify the appointment of PricewaterhouseCoopers as our Companys independent registered
public accountants for the year ending December 31, 2011; |
8. | To approve, on an advisory basis, the compensation of our executive officers as described in the
Compensation Discussion and Analysis (CD&A) section of the accompanying proxy statement and the
selection of the frequency of shareholder votes on executive compensation as separate voting items: |
8a. | the shareholders approve the compensation philosophy, policies and procedures described in the
CD&A, and the compensation of Core Laboratories N.V.s named executive officers as disclosed
pursuant to the SECs compensation disclosure rules, including the compensation tables. |
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8b. | the shareholders of the Company be provided an opportunity to approve the compensation
philosophy, policies and procedures described in the CD&A, and the compensation of Core
Laboratories N.V.s named executive officers as disclosed pursuant to the SECs compensation
disclosure rules, including the compensation tables every one, two or three years. |