annual meeting of shareholders 2012


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (date of earliest event reported): May 16, 2012
 
 
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
001-14273
(Commission File Number)
The Netherlands
Not Applicable
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
Herengracht 424
 
1017 BZ Amsterdam
 
The Netherlands
Not Applicable
(Address of principal executive offices)
(Zip Code)
 
 
Registrant's telephone number, including area code: (31-20) 420-3191
 
Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))








Item 5.07 Submission of Matters to a Vote of Security Holders
Core Laboratories N.V. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 16, 2012. At the Annual Meeting, the Company's stockholders were requested: (1) to elect two Class III supervisory directors to serve on the Company's board of supervisory directors for a term of office expiring at the Company's 2015 Annual Meeting of Shareholders, (2) to ratify the appointment of PricewaterhouseCoopers as the Company's independent registered public accountants for the fiscal year ending December 31, 2012, (3A) to conduct a non-binding advisory vote to approve the compensation of the Company's executive officers, (3B) to conduct a non-binding advisory vote on the frequency of future non-binding advisory votes to approve the compensation of the Company's executive officers, (4) to confirm and adopt the Company's Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2011, (5) to approve and resolve the cancellation of the Company's repurchased shares held by the Company in its name at the time the Annual Meeting starts, (6) to approve and resolve the extension of the existing authority to repurchase up to 10% of the Company's issued share capital until November 16, 2013, (7) to approve and resolve the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to the Company's common and preference shares up to a maximum of 20% of outstanding shares per annum until May 16, 2017, (8) to approve and resolve the extension of the authority to limit or exclude the preemptive rights of the holders of the Company's common shares and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 16, 2017, (9) to approve and resolve amendments to the Core Laboratories N.V. articles of association in connection with the decision to list the Company's shares on the NYSE Euronext in Amsterdam and for other reasons. Each of these items is more fully described in the Company's proxy statement filed on March 21, 2012.
The certified results of the matters voted upon at the Annual Meeting are as follows:
Proposal No. 1 - Election of Class III Directors: The election of each Class III supervisory director was approved as follows:
 
 
 
 
 
 
 
Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Richard L. Bergmark
 
31,782,731

 
6,562,048

 
2,928,771

Margaret Ann van Kempen
 
37,348,906

 
995,873

 
2,928,771


Proposal No. 2 - Ratification of the Selection of PricewaterhouseCoopers: The ratification of the selection of PricewaterhouseCoopers as the Company's independent registered public accountants for the fiscal year ending December 31, 2012 was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
41,162,907
 
71,803
 
38,840
 
-

Proposal No. 3A - Approve the Compensation of the Company's Executive Officers: The approval of the compensation of the Company's executive officers was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
35,808,173
 
2,498,792
 
37,814
 
2,928,771

Proposal No. 3B - Approve the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of the Company's Executive Officers: The approval of the frequency of future non-binding advisory votes to approve the compensation of the Company's executive Officers was approved as follows:
 
 
 
 
 
 
 
 
 
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
25,198,662
 
1,409,477
 
11,719,342
 
17,298
 
2,928,771







Proposal No. 4 - Confirm and Adopt the Dutch Statutory Annual Accounts: The confirmation and adoption of the Company's Dutch Statutory Annual Accounts in the English language for the fiscal year ended December 31, 2011 was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
37,927,515
 
269,771
 
3,076,264
 
-

Proposal No. 5 - Approve and Resolve the Cancellation of Repurchased Shares: The approval of the cancellation of the Company's repurchased shares held by the Company in its name at the time the Annual Meeting starts was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
38,321,641
 
4,395
 
18,743
 
2,928,771

Proposal No. 6 - Approve Extension - Repurchase up to 10% of Issued Share Capital: The approval of the extension of the existing authority to repurchase up to 10% of the Company's issued share capital until November 16, 2013 was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
38,015,904
 
14,987
 
313,888
 
2,928,771

Proposal No. 7 - Approve Extension to Issue Shares and/or Grant Rights: The approval of the extension of the authority to issue shares and/or to grant rights (including options to purchase) with respect to the Company's common and preference shares up to a maximum of 20% of outstanding shares per annum until May 16, 2017 was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
35,560,320
 
2,757,443
 
27,016
 
2,928,771
 
Proposal No. 8 - Approve Extension to Limit or Exclude Preemptive Rights: The approval of the extension of the authority to limit or exclude the preemptive rights of the holders of the Company's common shares and/or preference shares up to a maximum of 20% of outstanding shares per annum until May 16, 2017 was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
34,183,910
 
4,135,060
 
25,809
 
2,928,771

Proposal No. 9 - Approve Amendments to the Articles of Association: The approval of the amendments to the articles of association was approved as follows:
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
38,304,176
 
26,868
 
13,735
 
2,928,771
  







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.
 
 
 
 
 
 
 
 
 
 
 
Core Laboratories N.V.
 
 
 
 
 
 
 
Dated: May 22, 2012
 
By
 
/s/ Richard L. Bergmark
 
 
 
 
 
 
Richard L. Bergmark
 
 
 
 
 
 
Chief Financial Officer