UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 23, 2023

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)


The Netherlands	001-14273	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Van Heuven Goedhartlaan 7 B 1181 LE Amstelveen The Netherlands		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (31-20) 420-3191

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value EUR 0.02)

CLB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0107 ~~Regulation~~Submission FDof ~~Disclosure.~~Matters to a Vote of Security Holders

OnThe ~~February~~Dutch 2, 2023, Core Laboratories N.V. (“Core Lab” or the “Company”) held its Q4 2022 earnings call and webcast (the "Webcast") and made the Webcast available on its website. During the Webcast, management discussed the Company's intention to reorganize the Company's corporate structure, which will include the redomestication of the parent company from the Netherlands to the United States (the "Redomestication"). Meeting

On March 29, 2023, Core Laboratories N.V. (“Core Lab” or the “Company”) held an Extraordinary General Meeting of Shareholders (the “Dutch Meeting”) to vote on the following matters: (1) a resolution (the “Transaction Proposal”) to approve a series of proposed and joint transactions (the “Transaction”), including (a) the merger (the “Merger”) of the Company with and into Core Laboratories Luxembourg S.A., ~~copy~~a public limited liability company incorporated under the laws of Luxembourg (“Core Lab Luxembourg”), with Core Lab Luxembourg surviving, and (b) as soon as practicable following completion of the ~~transcript~~Merger, Core Lab Luxembourg migrating out of Luxembourg and domesticating as Core Laboratories Inc., a Delaware corporation (the ~~Webcast~~“U.S. isRedomestication”); ~~set~~and ~~forth~~(2) a resolution (the “Articles of Amendment Proposal”) to amend the articles of association of the Company, as amended, (“Articles of Association”) to include a formula on the basis of which cash compensation to the Company’s shareholders who exercise their withdrawal right in ~~Exhibit~~connection ~~99.~~with the Merger, as referred to in Section 2:333h (1) ~~attached~~of ~~hereto~~the Dutch Civil Code, can be determined.

~~The~~Of ~~information~~the in46,634,027 ~~this~~shares ~~Report~~of common shares outstanding and entitled to vote at the ~~exhibit~~Dutch ~~attached~~Meeting, ~~hereto~~37,184,891 ~~shall~~shares, ~~not~~or be79.7%, ~~deemed~~were ~~"filed"~~represented ~~for~~in ~~purposes~~person or by proxy. Because holders of ~~Section~~a 18majority of the ~~Securities~~shares ~~Exchange~~entitled ~~Act~~to ofvote ~~1934,~~were aspresent ~~amended~~either ~~(the~~in ~~"Exchange~~person ~~Act"),~~or ~~nor~~represented ~~shall~~by ~~they~~valid legal proxy at the meeting, resolutions could be ~~deemed~~adopted ~~incorporated~~on byeach ~~reference~~of inthe ~~any~~proposals ~~filing~~presented ~~under~~at the ~~Securities~~meeting ~~Act~~by an absolute majority of ~~1933,~~50% as+ ~~amended,~~1 orof votes cast. The Transaction Proposal was adopted with approximately 99.3% of votes cast in favor of the ~~Exchange~~proposal. The ~~Act,~~Articles ~~except~~of asAmendment ~~shall~~Proposal bewas ~~expressly~~adopted ~~stated~~with byapproximately ~~specific~~99.8% ~~reference~~of votes cast in ~~such~~favor ~~filing~~of the proposal.

NoThe ~~Offer~~results orof ~~Solicitation~~the votes taken at the Dutch Meeting, by proposal, are as follows:

~~This~~Proposal ~~communication~~1 is– ~~not~~The ~~intended~~Transaction to and does not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.Proposal

Important Information for Investors and Securityholders


Votes For	Votes Against	Votes Withheld
36,865,661	249,502	69,728

InProposal ~~connection~~2 ~~with~~– the proposed corporate reorganization that includes, among other things, the Redomestication, Core Laboratories Luxembourg S.A., a predecessor to Core Lab Delaware, has filed a registration statement on Form S-4, which includes Core Lab Delaware’s prospectus as well as the Company’s proxy statement (the “Proxy Statement/Prospectus”), with the U.S. Securities and Exchange Commission (the “SEC”). The ~~Company~~Articles plans to mail the definitive Proxy Statement/Prospectus to its shareholders in connection with the proposed corporate reorganization. INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, CORE LAB DELAWARE, THE CORPORATE REORGANIZATION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of ~~the~~Amendment definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on the Company website at www.corelab.com or by contacting the Company’s Corporate Secretary.Proposal

Participants in the Solicitation


Votes For	Votes Against	Votes Withheld
37,041,557	57,577	85,757

The ~~Company~~Luxembourg and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed corporate reorganization. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the securityholders of the Company in connection with the corporate reorganization, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above when it is filed with the SEC. Additional information regarding the Company’s directors and executive officers is also included in the Company’s 2022 Proxy Statement, which was filed with the SEC on March 22, 2022. This document is available free of charge as described above.Meeting

~~Forward~~On April 3, 2023, Core Lab Luxembourg, a wholly-~~Looking~~owned ~~Statements~~subsidiary of the Company, held an Extraordinary General Meeting of Shareholders (the “Luxembourg Meeting”) for shareholders of the Company, who will be the shareholders of Core Lab Luxembourg, to vote to approve the conversion of Core Lab Luxembourg, with immediate effect after the Merger, i.e., on the same day or as soon as reasonably possible thereafter, entailing the transfer without discontinuity of the legal personality of Core Lab Luxembourg, of the statutory registered office, effective place of management and central administration seat of Core Lab Luxembourg from 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg to Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America (the “U.S. Redomestication Proposal”). Core Lab Luxembourg shareholders who voted in favor of the Transaction Proposal at the Dutch Meeting granted a power of attorney to the board of directors of Core Lab Luxembourg to vote individually on their behalf in favor of the U.S. Redomestication Proposal, and the votes below are reflected as such.

~~This~~Of ~~communication~~the 46,634,027 asshares ~~well~~of ascommon ~~other~~stock ~~statements~~outstanding weand ~~make,~~entitled ~~includes~~to ~~forward-looking~~vote ~~statements~~at ~~made in reliance upon~~ the ~~safe~~Luxembourg ~~harbor~~Meeting, ~~provisions~~37,533,987 ofshares, ~~Federal~~or ~~securities law~~80.5%, ~~including~~were ~~statements~~represented ~~regarding:~~in ~~completion~~person ofor ~~the~~by ~~corporate reorganization that includes~~proxy, ~~among~~and ~~other~~therefore ~~things, the establishment of~~ a ~~new~~quorum ~~company~~was ~~domiciled~~present. The ~~in the~~ U.S. ~~and~~Redomestication ~~the~~Proposal ~~timing~~was ~~and~~adopted ~~benefits~~with ~~thereof;~~approximately ~~the~~99.4% ~~future~~of ~~revenue,~~votes ~~profitability~~cast, ~~business~~voting ~~strategies~~as ~~and~~future ~~developments,~~shareholders ~~including the Redomestication~~ of ~~the~~Core ~~Company.~~Lab ~~These forward-looking statements are subject to various important cautionary factors~~Luxembourg, ~~including: the ability to receive,~~ in afavor ~~timely manner and on satisfactory terms, required securityholder, stock exchange and court approvals; ability to achieve anticipated benefits~~ of the ~~corporate reorganization; publicity resulting from the reorganization and impacts to the company’s business and~~ proposal.

~~share~~The ~~price;~~results ~~risks and uncertainties related to the oil and natural gas industry; business and general economic conditions, including inflationary pressures, the ability to achieve the benefits~~ of the ~~Redomestication,~~votes ~~international markets, international political climates, including the Russia-Ukraine geopolitical conflict, public health crises, such as the COVID-19 pandemic; and any related actions~~ taken byat ~~businesses and governments, and other factors as more fully described in~~ the ~~Company’s~~Luxembourg ~~most~~Meeting recent Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission. These important factors could cause the Company’s actual results to differ materially from those described in these forward-looking statements. Such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, some of which are not under the control of the Company. Because the information herein is based solely on data currently available, and because it is subject to change as ~~a result of changes in conditions over which the Company has no control or influence, such forward-looking statements should not be viewed as assurance regarding the Company’s future performance.~~follows:

~~The~~Proposal ~~Company~~1 ~~undertakes~~– noThe ~~obligation~~U.S. toRedomestication ~~publicly~~Proposal ~~update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this communication, except as required by law.~~

Item 9.01 Financial Statements and Exhibits.


For	Against	Withheld
37,185,926	237,116	110,945

(d) Exhibits

99.1 Transcript of February 2, 2023 Q4 2022 Earnings Call*

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

* This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Exchange Act.

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.

Core Laboratories N.V.

Dated: February 3, 2023

/s/ Christopher S. Hill

Dated: April 3, 2023

/s/ Christopher S. Hill

Christopher S. Hill

Chief Financial Officer

Filing Compare · CORE LABORATORIES N V