Core Laboratories Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Core Laboratories Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 8, 2024 in Houston, Texas. At the Annual Meeting, the Company’s shareholders were asked to vote on the following proposals: (1) to re-elect two current Class III Directors to serve under the terms and conditions described within the proxy statement until the Company’s annual meeting in 2027 and until their successors shall have been duly elected and qualified; (2) to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accountants for the year ending December 31, 2024; (3) to approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section of the Company’s proxy statement entitled Compensation Discussion and Analysis (“CD&A”), and the compensation of the Company’s named executive officers as disclosed pursuant to the U.S. Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables; and (4) to approve and resolve the amendment and restatement of the Company’s 2020 Long-Term Incentive Plan, the principal purposes of which are to (i) increase the number of shares authorized thereunder and (ii) extend the term of such plan through May 8, 2034.
Given that more than 50% of the issued share capital was present and represented at the meeting either in person or by proxy, proposal 1 could be approved by the affirmative vote of a plurality of votes cast, proposals 2 and 3 could be approved by the affirmative vote of an absolute majority of 50% + 1 of shares present and entitled to vote, and proposal 4 could be approved by the affirmative vote of a two-thirds majority of shares present and entitled to vote. All items were approved, and the certified results of the matters voted upon at the Annual Meeting are as follows:
Proposal 1 – Election of Class III Directors: The election of each Class III director was approved as follows:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Lawrence Bruno |
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37,354,023 |
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962,528 |
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2,919,136 |
Kwaku Temeng |
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33,030,809 |
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5,285,742 |
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2,919,136 |
Proposal 2 – Appointment of KPMG as Independent Registered Public Accountant: The ratification of the appointment of KPMG as the Company’s independent registered public accountant for the fiscal year ending December 31, 2024 was approved as follows:
For |
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Against |
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Abstentions |
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Broker Non-Votes |
40,402,356 |
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802,763 |
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30,568 |
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Proposal 3 – Approving the Compensation of the Company’s Executive Officers: An advisory vote on the compensation of the Company’s named executive officers was approved as follows:
For |
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Against |
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Abstentions |
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Broker Non-Votes |
36,411,684 |
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1,822,497 |
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82,370 |
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2,919,136 |
Proposal 4 – Approving the Amendment of the Company’s Long-Term Incentive Plan: The amendment and restatement of the Company’s 2020 Long-Term Incentive Plan, the principal purposes of which are to (i) increase the number of shares authorized thereunder and (ii) extend the term of such plan through May 8, 2034, was approved as follows:
For |
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Against |
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Abstentions |
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Broker Non-Votes |
36,742,268 |
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1,468,975 |
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105,308 |
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2,919,136 |
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.
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Core Laboratories Inc. |
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Dated: May 10, 2024 |
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By |
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/s/ Christopher S. Hill |
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Christopher S. Hill |
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Chief Financial Officer |
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