Item 5.07 Submission of Matters to a Vote of Security Holders
The Dutch Meeting
On March 29, 2023, Core Laboratories N.V. (“Core Lab” or the “Company”) held an Extraordinary General Meeting of Shareholders (the “Dutch Meeting”) to vote on the following matters: (1) a resolution (the “Transaction Proposal”) to approve a series of proposed and joint transactions (the “Transaction”), including (a) the merger (the “Merger”) of the Company with and into Core Laboratories Luxembourg S.A., a public limited liability company incorporated under the laws of Luxembourg (“Core Lab Luxembourg”), with Core Lab Luxembourg surviving, and (b) as soon as practicable following completion of the Merger, Core Lab Luxembourg migrating out of Luxembourg and domesticating as Core Laboratories Inc., a Delaware corporation (the “U.S. Redomestication”); and (2) a resolution (the “Articles of Amendment Proposal”) to amend the articles of association of the Company, as amended, (“Articles of Association”) to include a formula on the basis of which cash compensation to the Company’s shareholders who exercise their withdrawal right in connection with the Merger, as referred to in Section 2:333h (1) of the Dutch Civil Code, can be determined.
Of the 46,634,027 shares of common shares outstanding and entitled to vote at the Dutch Meeting, 37,184,891 shares, or 79.7%, were represented in person or by proxy. Because holders of a majority of the shares entitled to vote were present either in person or represented by valid legal proxy at the meeting, resolutions could be adopted on each of the proposals presented at the meeting by an absolute majority of 50% + 1 of votes cast. The Transaction Proposal was adopted with approximately 99.3% of votes cast in favor of the proposal. The Articles of Amendment Proposal was adopted with approximately 99.8% of votes cast in favor of the proposal.
The results of the votes taken at the Dutch Meeting, by proposal, are as follows:
Proposal 1 – The Transaction Proposal
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Votes For |
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Votes Against |
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Votes Withheld |
36,865,661 |
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249,502 |
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69,728 |
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Proposal 2 – The Articles of Amendment Proposal
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Votes For |
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Votes Against |
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Votes Withheld |
37,041,557 |
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57,577 |
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85,757 |
The Luxembourg Meeting
On April 3, 2023, Core Lab Luxembourg, a wholly-owned subsidiary of the Company, held an Extraordinary General Meeting of Shareholders (the “Luxembourg Meeting”) for shareholders of the Company, who will be the shareholders of Core Lab Luxembourg, to vote to approve the conversion of Core Lab Luxembourg, with immediate effect after the Merger, i.e., on the same day or as soon as reasonably possible thereafter, entailing the transfer without discontinuity of the legal personality of Core Lab Luxembourg, of the statutory registered office, effective place of management and central administration seat of Core Lab Luxembourg from 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg to Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America (the “U.S. Redomestication Proposal”). Core Lab Luxembourg shareholders who voted in favor of the Transaction Proposal at the Dutch Meeting granted a power of attorney to the board of directors of Core Lab Luxembourg to vote individually on their behalf in favor of the U.S. Redomestication Proposal, and the votes below are reflected as such.
Of the 46,634,027 shares of common stock outstanding and entitled to vote at the Luxembourg Meeting, 37,533,987 shares, or 80.5%, were represented in person or by proxy, and therefore a quorum was present. The U.S. Redomestication Proposal was adopted with approximately 99.4% of votes cast, voting as future shareholders of Core Lab Luxembourg, in favor of the proposal.
The results of the votes taken at the Luxembourg Meeting are as follows:
Proposal 1 – The U.S. Redomestication Proposal
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For |
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Against |
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Withheld |
37,185,926 |
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237,116 |
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110,945 |