Additional Proxy Soliciting Materials (definitive) (defa14a)
March 28 2018 - 6:10AM
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
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
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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FRANKS INTERNATIONAL 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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(2)
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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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(3)
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Filing party:
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(4)
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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
Stockholder Meeting to Be Held on May 23, 2018.
FRANKS INTERNATIONAL N.V.
FRANKS INTERNATIONAL N.V.
MASTENMAKERSWEG 1
1786 PB DEN HELDER, THE NETHERLANDS
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Meeting Information
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Meeting
Type:
Annual Meeting
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For holders as of:
April 25,
2018
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Date:
May 23, 2018
Time:
2:00 P.M. CET
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Location:
Hotel Sofitel Legend the Grand Amsterdam
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Oudezijds Voorburgwal 197
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1012 EX Amsterdam, The Netherlands
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You are receiving this communication because you hold shares in the company named above.
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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. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE AND PROXY STATEMENT ANNUAL REPORT INCLUDING FORM 10-K
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL Copy:
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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
: www.proxyvote.com
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2)
BY
TELEPHONE
: 1-800-579-1639
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3)
BY
E-MAIL*
: sendmaterial@proxyvote.com
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* 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
(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 9, 2018 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many stockholder 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.
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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
(located on the following page) available and follow the instructions.
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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 and the Board of
Managing Directors recommend that you vote FOR all of the nominees:
1. Election of Directors
Nominees:
1a. Michael C. Kearney
1b. William B. Berry
1c. Robert W. Drummond
1d. Michael E. McMahon
1e. D. Keith Mosing
1f. Kirkland D. Mosing
1g. S. Brent Mosing
1h. Alexander Vriesendorp
The Board of Supervisory Directors and the Board of Managing Directors recommend that
you vote FOR the following proposals:
2. To adopt the Companys annual accounts for the fiscal year ended
December 31, 2017 and authorize the preparation of the Companys Dutch statutory annual accounts and annual report in the English language;
3. To discharge the members of the Companys Supervisory Board from liability in
respect of the exercise of their duties during the fiscal year ended in December 2017;
4. To discharge the members of the Companys Management Board from liability in
respect of the exercise of their duties during the fiscal year ended in December 2017;
5. To appoint KPMG Accountants N.V. as our auditor who will audit the Dutch statutory
annual accounts of the Company for the fiscal year ending December 31, 2018;
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6. To ratify the appointment of KPMG LLP as our international independent registered public
accounting firm to audit our U.S. GAAP financial statements for the fiscal year ending December 31, 2018;
7. To ratify and approve the remuneration of the members of the Supervisory Board granted for
the period from the 2017 annual meeting until the date of the 2018 annual meeting, and to approve the remuneration of the members of the Supervisory Board for the period from the 2018 annual meeting up to and including the annual meeting in 2019;
and
8.
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To authorize the Companys Management Board to repurchase shares up to 10% of the issued share capital, for any legal purpose, at the stock exchange or in a private purchase transaction, at a price between $0.01
and 105% of the market price on the New York Stock Exchange, and during a period of 18 months starting from the date of the 2018 annual meeting, subject to Supervisory Board approval.
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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
proxies appointed hereby.
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