Core Laboratories Inc. Files Definitive Proxy Statement

TL;DR

<b>Core Laboratories Inc. filed its Definitive Proxy Statement (DEF 14A) on March 19, 2024, detailing corporate governance and executive compensation.</b>

AI Summary

Core Laboratories Inc. /DE/ (CLB) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. Filing is a Definitive Proxy Statement (DEF 14A) filed on March 19, 2024. Company Name: Core Laboratories Inc. /DE/. Central Index Key: 0001958086. SEC File Number: 001-41695. Business Address: 6316 Windfern Road, Houston, TX 77040.

Why It Matters

For investors and stakeholders tracking Core Laboratories Inc. /DE/, this filing contains several important signals. This filing is a routine proxy statement, indicating shareholder meeting preparations and voting matters. The DEF 14A form is crucial for investors to understand executive compensation, board proposals, and voting rights.

Risk Assessment

Risk Level: low — Core Laboratories Inc. /DE/ shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures and does not present new material risks.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management's incentives and potential changes in corporate strategy.

Key Numbers

• 0000950170-24-033021 — Accession Number (SEC Filing Identifier)
• 20240318 — Period of Report (Conformed Period of Report)
• 20240319 — Filed as of Date (Date the filing was submitted)
• 001-41695 — SEC File Number (Company's SEC File Number)
• DE — State of Incorporation (State where the company is incorporated)
• 1231 — Fiscal Year End (Company's fiscal year end date)
• 713-328-2673 — Business Phone (Company's primary business phone number)

Key Players & Entities

• Core Laboratories Inc. /DE/ (company) — Filer name
• 0000950170-24-033021 (filing_id) — Accession Number
• 2024-03-19 (date) — Filing Date
• 0001958086 (cik) — Central Index Key
• 6316 Windfern Road (address) — Business Address
• Houston (location) — Business Address City
• TX (state) — Business Address State
• 77040 (zip_code) — Business Address Zip

FAQ

Industry Context

Core Laboratories operates in the oil and gas field services sector, providing services and products to the oil and gas industry.

Regulatory Implications

This filing is a DEF 14A, a standard SEC filing required for companies holding shareholder meetings.

What Investors Should Do

1. Analyze the proposals being put forth for shareholder vote.
2. Examine the compensation details for named executive officers.
3. Review the board of directors' composition and any proposed changes.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for shareholder meetings and does not represent a change from previous filings in terms of the filing type itself.

Key Financial Figures

• $9,500 — he solicitation of proxies for a fee of $9,500 plus out-of-pocket expenses, which fee
• $100 — in our common stock and each index was $100 at December 31, 2018 and that all divid

Filing Documents

• clb-20240318.htm (DEF 14A) — 1733KB
• img197048990_0.jpg (GRAPHIC) — 68KB
• img197048990_1.jpg (GRAPHIC) — 223KB
• img197048990_2.jpg (GRAPHIC) — 576KB
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• img197048990_11.jpg (GRAPHIC) — 52KB
• img197048990_12.jpg (GRAPHIC) — 8KB
• img197048990_13.jpg (GRAPHIC) — 8KB
• img197048990_14.jpg (GRAPHIC) — 136KB
• img197048990_15.jpg (GRAPHIC) — 120KB
• img197048990_16.jpg (GRAPHIC) — 121KB
• img197048990_17.jpg (GRAPHIC) — 68KB
• 0000950170-24-033021.txt (&nbsp;) — 16964KB
• clb-20240318.xsd (EX-101.SCH) — 35KB
• clb-20240318_htm.xml (XML) — 387KB

Security Ownership by Certain Beneficial Owners and Management

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 21 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 24 What Guides Our Executive Compensation Program 26 2023 Compensation Program Details 30

Executive Compensation Policies

Executive Compensation Policies 34 Employment Agreements and Change in Control Agreements 36

EXECUTIVE COMPENSATION TABLES

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

Election of Class III Directors

Item 1. Election of Class III Directors 55

Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2024

Item 2. Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2024 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

Approval of the Amendment and Restatement of the Company's 2020 Long-Term Incentive Plan

Item 4. Approval of the Amendment and Restatement of the Company's 2020 Long-Term Incentive Plan 56

Other Matters to Be Voted on

Item 5. Other Matters to Be Voted on 62 OTHER PROXY MATTERS 63 Information About Our 2025 Annual Meeting: Shareholder Proposals and Shareholder Access 63 Shareholders Sharing the Same Address 63 Incorporation by Reference 64 Other Information 64 PROXY CARD 65 APPENDIX A 68 CORE LABORATORIES INC. 6316 Windfern Road Houston, Texas 77040 PROXY STATEMENT ABOUT THE 2024 ANNUAL M EETING OF SHAREHOLDERS WHY HAVE I RECEIVED THESE MATERIALS? This proxy statement and the accompanying proxy card are first being made available to you on the Internet on March 18, 2024, and written notice has been sent to our shareholders in a manner consistent with applicable law. If you receive notice of the materials and wish to request a physical copy of the materials be sent to you, those materials will be mailed to you upon receipt of your request. These materials are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Core Laboratories Inc. (the "Company") for use at our 2024 annual meeting of shareholders (the "2024 Annual Meeting" or the "Meeting"), to be held at the Hotel Zaza, Memorial City, 9787 Katy Freeway, Houston, Texas 77024, on Wednesday, May 8, 2024 at 9:00 a.m. CDT for the purpose of voting on the proposals described in this proxy statement. WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? As permitted by rules adopted by the U.S. Securities and Exchange Commission ("SEC"), we are making this proxy statement and our Annual Report on Form 10-K (the "Annual Report") available on the Internet. In order to be able to comply with applicable electronic notification deadlines, we will mail a notice to those persons who were shareholders as of the close of business Eastern Daylight Time on March 14, 2024, containing instructions on how to access the proxy statement and Annual Report and

Security Ownership by Certain Be neficial Owners and Management

Security Ownership by Certain Be neficial Owners and Management The table below sets forth certain information, as of March 14, 2024, with respect to the common stock beneficially owned, or expected to be beneficially owned by: each person known by us to be the beneficial owner of more than 5% of our outstanding shares; each currently serving Director; each nominee for election as Director; each of our named executive officers in 2024; all Directors and executive officers as a group. Name of Beneficial Owner (1) Number of Shares Beneficially Owned Percentage of Shares Outstanding (2) Ariel Investment, LLC (3) 8,988,399 19.18% BlackRock, Inc. (4) 7,978,275 17.02% The Vanguard Group, Inc. (5) 5,364,333 11.45% Earnest Partners LLC (6) 3,727,668 7.95% Lawrence Bruno 163,203 * Christopher S. Hill 72,049 * Gwendolyn Y. Gresham 23,960 * Mark D. Tattoli 10,377 * Martha Z. Carnes 30,592 * Michael Straughen 16,467 * Harvey Klingensmith 26,226 * Kwaku Temeng 9,792 * Katherine Murray 5,485 * Curtis Anastasio — * All current Directors and executive officers as a group (10 persons) 358,151 * * Represents less than 1%. (1) Unless otherwise indicated, each person has sole voting power and investment power with respect to the shares listed. (2) Based on 46,864,366 common shares of common stock of Core Laboratories Inc. outstanding as of March 14, 2024. (3) Based upon an Amendment No. 5 to Schedule 13G filed with the SEC on February 14, 2024, Ariel Investment, LLC is deemed to be the beneficial owner of 8,988,399 shares. Ariel Investment, LLC has sole voting power of 8,284,574 shares and sole dispositive power with respect to all of the shares it is deemed to beneficially own. Ariel Investments' current address is 200 East Randolph Street, Suite 2900, Chicago, Illinois 60601. (4) Based upon Schedule 13G filed with the SEC on January 22, 2024, BlackRock, Inc. is deemed

View Full Filing

View this DEF 14A filing on SEC EDGAR