- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 14 2010 - 4:30PM
Edgar (US Regulatory)
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. 1)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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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 June 10, 2010
CORE LABORATORIES N.V.
CORE LABORATORIES N.V.
C/O AMERICAN STOCK TRANSFER
59 MAIDEN LANE, ATTN: DONNA ANSBRO
NEW YORK, NY 10038-4502
Meeting Information
Meeting
Type:
Annual
For holders as of:
March 22, 2010
Date:
June 10, 2010
Time:
3:30 p.m.
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Location:
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Sheraton Amsterdam Airport Hotel
Conference Center
Schiphol Blvd 101
Amsterdam, 1118 BG, The Netherlands
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You are receiving this communication because you hold shares in the above named company.
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 28, 2010 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 12-Digit Control Number available (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:
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1)
BY INTERNET
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The proxy materials are available at www.proxydocs.com/clb.
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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*
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If requesting materials by e-mail, please send a blank e-mail with the
12-Digit Control Number (located on the following page) in the subject line.
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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 28, 2010 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 12 Digit Control Number 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.
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Voting Items
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The Board of Supervisory
Directors recommends
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that you vote
FOR the following:
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1.
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To elect three Class II
Supervisory Directors to serve
until our annual meeting in 2013
and until their successors shall
have been duly elected and
qualified;
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01)
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D. John Ogren
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02)
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Joseph R. Perna
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03)
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Jacobus Schouten
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The Board of Supervisory Directors
recommends
you vote FOR the
following proposals:
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To confirm and adopt our Dutch
Statutory Annual Accounts in the
English language for the fiscal
year ended December 31, 2009;
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3.
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To approve and resolve the
cancellation of our repurchased shares
up to the date of our annual meeting;
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4.
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To approve and resolve the extension of the existing authority to repurchase up to 25.6% of our
issued share capital until December 10, 2011, as follows:
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4a.
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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, and such
repurchased shares may be used for any legal purpose, and
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4b.
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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 for an 18-month
period, and such repurchased shares may only be used for the satisfaction of any obligation the
Company may have to deliver shares pursuant to its 0.25% Senior Exchangeable Notes which we refer
to as the Senior Exchangeable Notes, or pursuant to a warrant we sold to Lehman OTC
(now held by an affiliate of
Citigroup, Inc.)
contemporaneously with the
issuance of our Senior
Exchangeable Notes;
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5.
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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
June 10, 2015;
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6.
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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
June 10, 2015;
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7.
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To approve and resolve
amendments to the Core Laboratories
N.V. articles of association to
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7a.
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make mandatory revisions
to reduce the par value of the
shares from EUR 0.04 to EUR
0.02 in connection with the
proposed two-for-one stock
split and to comply with recent
changes in Dutch law, including
to allow electronic means of
communication with regard to
our annual meetings of
shareholders, and
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7b.
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make voluntary revisions
related to the Management Board
and Supervisory Board.
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8.
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To approve and resolve a
two-for-one stock split authorized
by the Supervisory Board;
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9.
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To ratify the appointment of
PricewaterhouseCoopers as our
Companys independent registered
public accountants for the year
ending December 31, 2010.
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NOTE: Such other business as may
properly come before the meeting or
any adjournment thereof shall be
voted in accordance with the
discretion of the attorneys and
proxies appointed hereby.
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