0001000229-18-000046.txt : 20180323 0001000229-18-000046.hdr.sgml : 20180323 20180323122932 ACCESSION NUMBER: 0001000229-18-000046 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 EFFECTIVENESS DATE: 20180323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE LABORATORIES N V CENTRAL INDEX KEY: 0001000229 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14273 FILM NUMBER: 18709275 BUSINESS ADDRESS: STREET 1: STRAWINSKYLAAN 913 STREET 2: TOWER A, LEVEL 9 CITY: 1077 XX AMSTERDAM STATE: P7 ZIP: 1077 XX BUSINESS PHONE: 3124203191 MAIL ADDRESS: STREET 1: 6316 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77040 DEFA14A 1 a2018definitiveproxyadditi.htm DEFA14A Document


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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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)
Payment of Filing Fee (Check the appropriate box):
þ
 
No fee required.
 
 
 
o
 
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:
o
 
Fee paid previously with preliminary materials.
 
 
 
o
 
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:







*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
for the Shareholder Meeting To Be Held on May 24, 2018

 
 
Meeting Information
CORE LABORATORIES N.V.
 
Meeting Type:
Annual Meeting
 
 
For holders as of:
April 26, 2018
 
 
Date: May 24, 2018
Time: 9:00 am CEST
 
 
Location:
Hotel Sofitel Legend the Grand Amsterdam
 
 
 
Oudezijds Voorburgwal 197, 1012 EX
 
 
 
Amsterdam, The Netherlands
corelablogo.gif
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 10, 2018 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 ˆ
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 ˆ
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 4, 2017 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 ˆ
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.


















CORE LABORATORIES N.V.
 
 
 
 
The Board of Supervisory Directors recommends that you vote FOR the following:
 
For
Withhold
 
1. To re-elect one Class III Supervisory Director, Margaret Ann van Kempen, and to elect one new Class III Supervisory Director, Lawrence Bruno, to serve until our annual meeting in 2021 under the terms and conditions described within the proxy statement and until their successors shall have been duly elected and qualified;
 
 
 
 
1a) Margaret Ann van Kempen
 
c
c
 
1b) Lawrence Bruno
 
c
c
 
 
For
Against
Abstain
 
 
 
For
Against
Abstain
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, 2017.
c
c
c
 
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 24, 2019, and such repurchased shares may be used for any legal purpose.
 
c
c
c
3. To confirm and adopt our Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2017, following a discussion of our Dutch Report of the Management Board for that same period.
c
c
c
 
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 24, 2019.
 
c
c
c
4. To approve and resolve the cancellation of our repurchased shares held at 12:01 a.m. CEST on May 24, 2018.
c
c
c
 
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 24, 2019.

 
c
c
c
The Board of Supervisory Directors recommends you vote FOR and One (1) year on the following proposals:
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 Security and Exchange Commission's compensation disclosure rules, including the compensation tables.
For
Against
Abstain
 
 
1 Year
2 Years
3 Years
Abstain
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 SEC's compensation disclosure rules, including the compensation tables;
c
c
c
 
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 SEC's compensation disclosure rules, including the compensation tables every:
c
c
c
c
 
 
 
 
 
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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