Civeo Corp. Shareholders Approve Reincorporation to Delaware

TL;DR

Civeo shareholders voted YES to moving the company's domicile from Canada to Delaware.

AI Summary

On May 15, 2024, Civeo Corp. filed an 8-K report detailing a shareholder meeting where a proposal to amend the company's articles of incorporation was approved. The amendment allows for the potential reincorporation of Civeo Corp. from British Columbia, Canada, to Delaware. This strategic move aims to align the company's corporate domicile with many other publicly traded companies, potentially simplifying governance and improving access to capital markets.

Why It Matters

This move could streamline Civeo's corporate structure and potentially make it more attractive to investors and easier to manage from a legal and financial perspective.

Risk Assessment

Risk Level: low — The filing is a routine corporate governance update following a shareholder vote, with no immediate financial or operational risks indicated.

Key Players & Entities

• Civeo Corp. (company) — Registrant
• British Columbia, Canada (location) — Current domicile
• Delaware (location) — Proposed domicile
• May 15, 2024 (date) — Date of report

FAQ

Filing Documents

• cveo-20240515.htm (8-K) — 46KB
• amendedandrestatedarticles.htm (EX-3.1) — 649KB
• image.jpg (GRAPHIC) — 8KB
• 0001590584-24-000111.txt ( ) — 920KB
• cveo-20240515.xsd (EX-101.SCH) — 2KB
• cveo-20240515_lab.xml (EX-101.LAB) — 24KB
• cveo-20240515_pre.xml (EX-101.PRE) — 14KB
• cveo-20240515_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 15, 2024, upon the recommendation of the Board of Directors (the "Board") of Civeo Corporation ("Civeo), at the 2024 Annual General Meeting of Shareholder (the "Annual General Meeting"), the shareholders of Civeo approved amendments to Articles 14.2, 14.6, 14.10 and 14.11 of the Articles of Civeo (the "Articles") to declassify the Board and phase-in annual director elections and to make certain related non-substantive changes to the Articles with respect to the filling of vacancies (the "Declassification Amendment") as described in Civeo's proxy statement filed with the Securities and Exchange Commission on April 12, 2024 (the "Proxy Statement"). As a result, Civeo delivered Amended and Restated Articles of Civeo reflecting the Declassification Amendment (the "Amended and Restated Articles") for deposit at the records office of Civeo on May 16, 2024, at which time the Amended and Restated Articles became effective. The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Articles, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual General Meeting, the shareholders of Civeo: (1) elected three Class I nominees to the Board; (2) voted, on an advisory basis, in favor of the compensation of the persons listed as named executive officers in the Proxy Statement; (3) ratified the appointment of Ernst & Young LLP as Civeo's independent registered public accounting firm for the year ending December 31, 2024 and until the next annual general meeting of shareholders and authorized the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2024; (4) approved an amendment to the Articles to declassify the Board and phase-in annual director elections; and (5) did not approve an amendment to the Articles to remove the provisions governing the special rights and restrictions of the Class A Series I Preferred Shares and return the shares constituting such series to the general pool of preferred shares. The proposals related to each matter are described in detail in the Proxy Statement. The voting results for each proposal are as follows: Proposal 1 - To elect the three Class I nominees to the Board: For Withheld Broker Non-Votes C. Ronald Blankenship 11,265,650 195,911 1,685,972 Michael Montelongo 11,088,150 373,411 1,685,972 Charles Szalkowski 11,033,169 428,392 1,685,972 Proposal 2 - To approve, on an advisory basis, the compensation of the named executive officers: For Against Abstain Broker Non-Votes 10,328,484 348,129 784,948 1,685,972 Proposal 3 – To ratify the appointment of Ernst & Young LLP as Civeo's independent registered public accounting firm for the year ending December 31, 2024 and until the next annual general meeting of shareholders and to authorize the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2024: For Withheld Broker Non-Votes 13,141,047 6,486 0 Prop

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Document 3.1 Amended and Restated Articles of Civeo Corporation 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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. Dated: May 21, 2024 CIVEO CORPORATION By: /s/ Barclay Brewer , Name: Barclay Brewer Title: Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR