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Core Laboratories Inc. /DE/

For the period ended Mar 31, 2026. Filed Mar 31, 2026.

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About this filing

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, 2026 · Filed Mar 31, 2026

CLB$8.84-1.0%Stored close · as of Nov 6, 2026
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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

☐ Fee paid previously with preliminary materials

☐ 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 2026 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 Tuesday, May 12, 2026 at 9:00 a.m. Central Daylight Time (“CDT”). The Meeting is being held for the following purposes as proposed by the Board:

To re-elect two current Class I Directors to serve under the terms and conditions described in the proxy statement until our annual meeting in 2029 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, 2026;

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 18, 2026, 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 12, 2026. Each shareholder desiring to attend MUST bring proof of share ownership as of March 18, 2026 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 18, 2026. 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, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 2026

The Notice of 2026 Annual Meeting of Shareholders and the Proxy Statement for the 2026 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 2026 ANNUAL MEETING OF SHAREHOLDERS3
OWNERSHIP OF SECURITIES6
Security Ownership by Certain Beneficial Owners and Management6
Delinquent Section 16(a) Reports7
Equity Compensation Plan Information7
Performance Graph8
INFORMATION ABOUT OUR DIRECTORS AND DIRECTOR COMPENSATION9
Board of Directors9
Non-Executive Director Compensation16
Board Structure17
Director Independence18
Board Meetings18
Committees of the Board18
Qualifications of Directors20
Director Nomination Process20
Mandatory Resignation & Retirement Policy21
Related Person Transactions21
Compensation Committee Interlocks and Insider Participation22
Communications with Directors; Website Access to Our Corporate Documents22
Risk Assessment of Compensation Policies and Practices22
CORPORATE GOVERNANCE AND RESPONSIBILITY23
COMPENSATION DISCUSSION AND ANALYSIS24
Introduction24
Executive Summary25
What Guides Our Executive Compensation Program28
2025 Compensation Program Details32
Executive Compensation Policies35
Employment Agreements and Change in Control Agreements38
EXECUTIVE COMPENSATION TABLES39
Summary Compensation39
All Other Compensation from Summary Compensation Table40
Grants of Plan-Based Awards40
Outstanding Equity Awards at Fiscal Year End41
Nonqualified Deferred Compensation Plan43
Potential Payments Upon Termination or Change in Control43
Employment Agreements44
COMPENSATION COMMITTEE REPORT52
AUDIT COMMITTEE REPORT53
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM55
Audit Fee Summary55
AGENDA ITEMS56
Item 1. Election of Class I Directors56
Item 2. Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 202656
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 Statement57
Item 4. Other Matters to Be Voted on57
OTHER PROXY MATTERS59
Information About Our 2027 Annual Meeting: Shareholder Proposals and Shareholder Access59
Shareholders Sharing the Same Address59
Incorporation by Reference60
Other Information60
PROXY CARD61

CORE LABORATORIES INC.

6316 Windfern Road

Houston, Texas 77040

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.