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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 and date of earliest event reported: June 10, 2010
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
001-14273
(Commission File Number)
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The Netherlands
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Not Applicable |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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Herengracht 424 |
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1017 BZ Amsterdam |
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The Netherlands
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Not Applicable |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o 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 June 10, 2010. At the Annual Meeting, the Companys stockholders were requested to:
(1) elect three Class II directors to serve on the Companys board of directors for a term of
office expiring at the Companys 2013 Annual Meeting of Shareholders, (2) to confirm and adopt the
Companys Dutch Statutory Annual Accounts in the English language for the fiscal year ended
December 31, 2009, (3) to approve and resolve the cancellation of the Companys repurchased shares
up to the date of the Companys annual meeting, (4) to approve and resolve the extension of the
existing authority to repurchase up to 25.6% of the Companys issued share capital until December
10, 2011, (5) 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 Companys common and preference shares
up to a maximum of 20% of outstanding shares per annum until June 10, 2015, (6) to approve and
resolve the extension of the authority to limit or exclude the preemptive rights of the holders of
the Companys common shares and/or preference shares up to a maximum of 20% of outstanding shares
per annum until June 10, 2015, (7) to approve and resolve amendments to the Companys articles of
association, (8) to approve and resolve a two-for-one stock split authorized by the Supervisory
Board and (9) ratify the selection of PricewaterhouseCoopers as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2010. Each of these
items is more fully described in the Companys proxy statement filed on April 14, 2010.
The certified results of the matters voted upon at the Annual Meeting are as follows:
Proposal No. 1 Election of Class II Directors: The election of each Class II
director was approved as follows:
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Nominee |
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For |
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Against |
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Withheld |
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Broker Non-Votes |
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D. John Ogren |
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18,002,822 |
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0 |
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17,392 |
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1,401,347 |
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Joseph R. Perna |
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17,893,005 |
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0 |
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127,209 |
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1,401,347 |
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Jacobus Schouten |
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18,012,497 |
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0 |
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7,713 |
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1,401,347 |
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Proposal No. 2 Confirm and Adopt the Dutch Statutory Annual Accounts: The
confirmation and adoption of the Companys Dutch Statutory Annual Accounts in the English language
for the fiscal year ended December 31, 2009 was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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18,678,710
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67,001
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675,850
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Proposal No. 3 Approve and Resolve the Cancellation of Repurchased Shares: The
approval of the cancellation of the Companys repurchased shares up to the date of the Companys
annual meeting was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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18,000,985
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14,017
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5,212
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1,401,347 |
Proposal No. 4 Approve Extension Repurchase up to 25.6% of Issued Share Capital:
The approval of the extension of the existing authority to repurchase up to 25.6% of the Companys
issued share capital until December 10, 2011 was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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17,302,715
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714,071
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3,428
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1,401,347 |
Proposal No. 5 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 Companys common and preference shares up to a maximum of 20% of
outstanding shares per annum until June 10, 2015 was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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16,938,642
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1,072,243
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9,329
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1,401,347 |
Proposal No. 6 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 Companys common shares and/or preference shares up to a maximum of 20% of outstanding
shares per annum until June 10, 2015 was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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17,683,737
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327,308
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9,169
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1,401,347 |
Proposal No. 7 Approve and Resolve Amendments to the Articles of Association: The
approval of the amendments to the Companys articles of association was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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19,303,667
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19,991
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97,903
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Proposal No. 8 Approve a Two-For-One Stock Split: The approval of a two-for-one
stock split authorized by the Supervisory Board was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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19,408,832
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7,344
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5,385
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Proposal No. 9 Ratification of the Selection of PricewaterhouseCoopers: The
ratification of the selection of PricewaterhouseCoopers as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2010 was approved as follows:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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19,328,464
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33,722
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3,851
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Item 7.01 Regulation FD Disclosure
On June 14, 2010, the Company issued a press release announcing that the Companys shareholders
approved the Supervisory Boards proposal at the Annual Meeting of Shareholders held on June 10,
2010 for a two-for-one stock split of its common stock.
The full text of the press release is set forth in Exhibit 99.1 attached hereto.
The information in this Report and the exhibit attached hereto shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), nor
shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly stated by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1
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Press release issued on June 14, 2010* |
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* |
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This exhibit is intended to be furnished and shall not be deemed filed for purposes of the
Exchange Act. |
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.
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Core Laboratories N.V.
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Dated: June 14, 2010 |
By |
/s/ Richard L. Bergmark
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Richard L. Bergmark |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press release issued on June 14, 2010* |
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* |
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This exhibit is intended to be furnished and shall not be deemed filed for purposes of the
Exchange Act. |