Core Laboratories Inc. /DE/
For the period ended Mar 31, 2025. Filed Mar 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Mar 31, 2025
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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:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Core Laboratories Inc.
(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 all boxes that apply):
☑ No fee required
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
CORE LABORATORIES INC.
6316 Windfern Road
Houston, Texas 77040
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are cordially invited to attend our 2025 annual meeting of shareholders (the “Meeting”) of Core Laboratories Inc. (the “Company”), which will be held at the Hotel Zaza, Memorial City, 9787 Katy Freeway, Houston, Texas 77024, on Wednesday, May 21, 2025 at 9:00 a.m. Central Daylight Time (“CDT”). The Meeting is being held for the following purposes as proposed by the Board:
To elect one new Class II Director and to re-elect two current Class II Directors to serve under the terms and conditions described in the proxy statement until our annual meeting in 2028 and until their successors shall have been duly elected and qualified;
To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accountants for the year ending December 31, 2025;
To approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section entitled Compensation Discussion and Analysis (“CD&A”), and the compensation of the Company’s named executive officers as disclosed pursuant to the United States Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables; and
To transact such other business as may properly come before the Meeting or any adjournment thereof.
The election of the Company’s Board members as described in agenda item no. 1 and the topics covered by agenda item nos. 2 and 3 have largely been presented to and approved by our shareholders at our prior annual meetings.
A list of shareholders entitled to vote at the Meeting will be available for review by any shareholder at our offices in Houston Texas, located at 6316 Windfern Road, Houston, Texas 77040. The list will be available for review beginning on the 10 th calendar day preceding the Meeting through the close of the Meeting.
IF YOU PLAN TO ATTEND IN PERSON:
Attendance at the Meeting is limited to shareholders as of the close of business Eastern Daylight Time on March 26, 2025, Company management and Company advisors. Registration will begin at 8:00 a.m. CDT and the Meeting will begin at 9:00 a.m. CDT on May 21, 2025. Each shareholder desiring to attend MUST bring proof of share ownership as of March 26, 2025 with him/her to the Meeting along with a valid form of identification. Examples of proof of share ownership include voting instruction statements from a broker or bank. In addition, you should register with the Company beforehand to indicate your plan to attend. Registration may be made by contacting the Company’s Secretary as described in the proxy statement. Failure to comply with these requirements may preclude you from being admitted to the Meeting.
It is important that your shares be represented at the Meeting regardless of whether you plan to attend. In order to be able to vote at the Meeting, you must be a record holder of shares (or otherwise a person with voting rights with respect to shares) at the close of business Eastern Daylight Time on March 26, 2025. Please mark, sign, date and return the accompanying proxy card accordingly, vote online or vote by phone, all as described in further detail in the proxy statement. If you are present at the Meeting and wish to do so, you may revoke your proxy and vote in person.
By Order of the Board of Directors,
Lawrence Bruno
Chairman
Houston, Texas
March 31, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 21, 2025
The Notice of 2025 Annual Meeting of Shareholders and the Proxy Statement for the 2025 Annual Meeting of Shareholders, together with the Company’s Annual Report to Shareholders, are available free of charge atwww.proxyvote.com.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS | 3 | |
| OWNERSHIP OF SECURITIES | 6 | |
| Security Ownership by Certain Beneficial Owners and Management | 6 | |
| Delinquent Section 16(a) Reports | 7 | |
| Equity Compensation Plan Information | 7 | |
| Performance Graph | 8 | |
| INFORMATION ABOUT OUR DIRECTORS AND DIRECTOR COMPENSATION | 9 | |
| Board of Directors | 9 | |
| Non-Executive Director Compensation | 16 | |
| Board Structure | 17 | |
| Director Independence | 18 | |
| Board Meetings | 18 | |
| Committees of the Board | 18 | |
| Qualifications of Directors | 20 | |
| Director Nomination Process | 20 | |
| Related Person Transactions | 21 | |
| Compensation Committee Interlocks and Insider Participation | 22 | |
| Communications with Directors; Website Access to Our Corporate Documents | 22 | |
| Risk Assessment of Compensation Policies and Practices | 22 | |
| CORPORATE GOVERNANCE AND RESPONSIBILITY | 23 | |
| COMPENSATION DISCUSSION AND ANALYSIS | 24 | |
| Introduction | 24 | |
| Executive Summary | 25 | |
| What Guides Our Executive Compensation Program | 27 | |
| 2024 Compensation Program Details | 31 | |
| Executive Compensation Policies | 34 | |
| Employment Agreements and Change in Control Agreements | 36 | |
| EXECUTIVE COMPENSATION TABLES | 37 | |
| Summary Compensation | 37 | |
| All Other Compensation from Summary Compensation Table | 38 | |
| Grants of Plan-Based Awards | 38 | |
| Outstanding Equity Awards at Fiscal Year End | 39 | |
| Nonqualified Deferred Compensation Plan | 41 | |
| Potential Payments Upon Termination or Change in Control | 41 | |
| Employment Agreements | 42 | |
| COMPENSATION COMMITTEE REPORT | 51 | |
|---|---|---|
| AUDIT COMMITTEE REPORT | 52 | |
| INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 | |
| Audit Fee Summary | 54 | |
| AGENDA ITEMS | 55 | |
| Item 1. Election of Class II Directors | 55 | |
| Item 2. Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2025 | 55 | |
| Item 3. To Approve, On an Advisory Basis, the Compensation of our Named Executive Officers as Described in the CD&A Section of this Proxy Statement | 56 | |
| Item 4. Other Matters to Be Voted on | 56 | |
| OTHER PROXY MATTERS | 58 | |
| Information About Our 2026 Annual Meeting: Shareholder Proposals and Shareholder Access | 58 | |
| Shareholders Sharing the Same Address | 58 | |
| Incorporation by Reference | 59 | |
| Other Information | 59 | |
| PROXY CARD | 60 |
CORE LABORATORIES INC.
6316 Windfern Road
Houston, Texas 77040
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.