CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (date of earliest event reported):
March 2, 2011
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The Netherlands
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Not Applicable
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(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
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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(d)
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Exhibits
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99.1
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Board Succession Plan, dated March 2, 2011 *
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Core Laboratories N.V.
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Dated: March 7, 2011
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By
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/s/ Richard L. Bergmark
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Richard L. Bergmark
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Chief Financial Officer
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EXHIBIT NO.
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ITEM
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99.1
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Board Succession Plan, dated March 2, 2011 *
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1.
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In 2011, Mr. Jacobus Schouten, who is one of our original directors since Core became public in 1995, will resign from the Board effective at the 2011 annual meeting. The Board, through its Nominating and Governance Committee, will nominate a replacement for Mr. Schouten for a new three year term and such details will be addressed in Core’s 2011 proxy statement. The existing three Class I directors, Messrs. Demshur, Joyce and Kearney, will be re-nominated for new three year terms.
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2.
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In 2012, Mr. Lex Vriesendorp, whose term expires in 2012 and who was first elected to the Board in 2000, will not be re-nominated to the Board for election at the 2012 annual meeting. The Board will nominate a replacement for Mr. Vriesendorp for a three year term and such details will be addressed in Core’s 2012 proxy statement. The one remaining Class III director, Mr. Bergmark, will be considered for re-nomination for a new three year term at that time.
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3.
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In 2013, Mr. Joe Perna, whose term expires in 2013 and who was one of our original directors in 1995, will not be re-nominated to the Board for election at the 2013 annual meeting. The Board will nominate a replacement for Mr. Perna for a three year term and such details will be addressed in Core’s 2013 proxy statement. The one remaining Class II director, Mr. Ogren, will be considered for re-nomination for a new three year term at that time. In connection with this, Mr. Perna will resign from the Audit and Compensation Committees of Core, effective March 1, 2011 and Mr. Ogren will be appointed to the Audit Committee effective that same date.
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4.
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In 2014, Mr. Rene Joyce, whose term expires in 2014 (if re-elected in 2011) and who was first elected to the Board in 2000, will not be re-nominated for election at the 2014 annual meeting, but his replacement and the other three directors elected in 2011 will be considered for re-nomination for new three year terms at that time and such details will be addressed in Core’s 2014 proxy statement.
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5.
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In 2015, Mr. John Ogren, whose term would expire in 2016 (if re-elected in 2013) and who was first elected to the Board in 2000, will resign from the Board effective at the 2015 annual meeting. The Board will nominate a replacement for Mr. Ogren for a new three year term and such details will be addressed in Core’s 2015 proxy statement. The other two directors elected in 2012 who remain on the Board in 2015 will be considered for re-nomination for new three year terms at that time.
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6.
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In 2016, Mr. Michael Kearney, whose term would expire in 2017 (if re-elected in 2011 and 2014) and who was first elected to the Board in 2004, will resign from the Board effective at the 2016 annual meeting. The Board will nominate a replacement for Mr. Kearney for a new three year term and such details will be addressed in Core’s 2016 proxy statement. The one director elected in 2013 who remains on the Board in 2016 will be considered for re-nomination for a new three year term at that time.
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7.
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In 2017, the three directors remaining on the Board from the 2014 election will be considered for re-nomination for new three year terms at that time.
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8.
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By 2017, the Board’s eight members will be back on schedule to be elected in three equal classes with three members to be elected in 2017, three members to be elected in 2018 and two members to be elected in 2019 and continuing on that pattern thereafter.
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