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Item 5.07 Submission of Matters to a Vote of Security Holders
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At the 2020 Annual General Meeting of Shareholders adjourned on May 14, 2020 and reconvened on June 9, 2020, the shareholders of Civeo Corporation (“Civeo”): (1) elected two Class III nominees to Civeo’s Board of Directors (the “Board”); (2) ratified the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 and until the next annual general meeting of shareholders and authorized the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2020; (3) voted, on an advisory basis, in favor of the compensation of the persons listed as named executive officers in Civeo’s proxy statement filed with the Securities and Exchange Commission on April 13, 2020; (4) approved the amended and restated 2014 Equity Participation Plan (the “Plan”) to, among other things, increase the number of shares available for issuance thereunder by 10,000,000 shares and (5) approved a consolidation or reverse share split, at the discretion of the Board, of the issued and outstanding common shares of the Company. The proposals related to each matter are described in detail in the Proxy Statement, as supplemented. The voting results for each proposal are as follows:
Proposal 1 - To elect the two Class III nominees to the Board:
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For
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Withheld
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Broker Non-Votes
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Bradley J. Dodson
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132,031,990
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3,229,327
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23,381,449
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Timothy O. Wall
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128,018,485
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7,242,832
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23,381,449
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Proposal 2 - To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 and until the next annual general meeting of shareholders and to authorize the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2020:
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For
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Withheld
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Broker Non-Votes
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158,347,292
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295,474
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--
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Proposal 3 - To approve, on an advisory basis, the compensation of the named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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119,643,112
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15,618,204
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--
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23,381,450
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Proposal 4 - To approve the Plan to, among other things, increase the number of shares available for issuance thereunder by 10,000,000 shares, subject to adjustment in accordance with the terms of the Plan upon implementation of the reverse share split described below in Proposal 5:
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For
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Against
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Abstain
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Broker Non-Votes
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121,402,753
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13,858,563
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--
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23,381,450
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Proposal 5 - To approve a consolidation or reverse share split of the issued and outstanding common shares of Civeo, whereby, at the discretion of our board of directors, the outstanding common shares would be combined, converted and changed into a lesser number of common shares at a ratio to be selected by our board of directors in the range of 1:10 to 1:25, and a related amendment to our Notice of Articles to effect a proportional reduction in the number of authorized common shares based on the selected reverse share split ratio (rounded up to the nearest integral multiple of 1,000,000), effective upon implementation of the reverse share split:
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For
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Against
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Abstain
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Broker Non-Votes
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157,553,214
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1,089,550
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--
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2
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