🧾 What This Document Is

This is a proxy statement (DEF 14A), a mandatory filing for public companies. Think of it as the official handbook for a company's annual shareholder meeting. Its purpose is to give you, the shareholder, all the information you need to vote on the proposals listed. You're not just reading it; you're being asked to make decisions.

👉 In simple terms: It’s the agenda and background packet for Core Labs' yearly shareholder meeting, where you elect directors and vote on executive pay and auditors.

🏢 What The Company Does

Core Laboratories is a global oilfield services company. They don't drill for oil themselves. Instead, they provide the specialized scientific and technical services that oil and gas companies need to find and produce hydrocarbons more efficiently.

👉 In simple terms: They are the "lab techs" for the oil industry. Their two main service areas are:

Reservoir Description: Analyzing rock and fluid samples in labs to understand oil and gas reservoirs.
Production Enhancement: Designing and providing technology to improve the flow of oil and gas from wells.

The company is headquartered in Houston, Texas, and its stock trades on the NYSE under the ticker CLB.

📅 Key Meeting & Voting Details

This is the essential "who, what, when, where" for your participation.

Meeting Date: Tuesday, May 12, 2026, at 9:00 a.m. Central Time.
Location: Hotel Zaza, Memorial City, 9787 Katy Freeway, Houston, Texas.
Record Date: You must have been a shareholder by the close of business on March 18, 2026, to vote.
Total Shares to Vote: 46,048,268 shares of common stock.
How to Vote: You can vote online (www.proxyvote.com), by phone (+1-800-690-6903), by mail, or in person at the meeting.

👉 Why it matters: Your shares give you a voice. To exercise that voice, you must be registered as a shareholder by the record date and cast your vote before the deadline.

🗳️ What You're Voting On

There are three main proposals for you to decide:

Elect Two Directors: Re-elect Harvey Klingensmith and Curtis Anastasio to the Board, serving until 2029.
Ratify the Auditor: Approve the appointment of KPMG LLP as the company's independent accounting firm for 2026.
Advisory Vote on Pay ("Say-on-Pay"): Approve, on a non-binding basis, the compensation of the company's top executives.

👉 Why it matters: Voting 'FOR' these proposals supports the current leadership slate and the company's chosen accounting and compensation practices. A 'WITHHOLD' or 'AGAINST' vote signals shareholder dissatisfaction.

💰 Who Owns the Company?

Here’s a look at the major shareholders and insider ownership, as of March 18, 2026.

Top Institutional Owners:

Ariel Investment, LLC: 13,733,568 shares (29.82%)
BlackRock, Inc.: 7,261,751 shares (15.77%)
Disciplined Growth Investors Inc: 5,166,914 shares (11.22%)

Director & Executive Ownership (All 10 together):

They collectively own 579,002 shares, representing less than 1% of the total outstanding.

👉 Why it matters: A few large institutional investors hold a significant portion of the company. The Board and executives also have "skin in the game," which aligns their interests with other shareholders.

⚖️ Board & Governance

The Board is responsible for overseeing the company. Here’s how it’s structured and who’s on it.

Board Structure: The Board has 7 members split into three classes. The CEO, Lawrence Bruno, also serves as Chairman. Martha Z. Carnes serves as the independent Lead Director, presiding over executive sessions without management present.

The Nominees You Are Voting On:

Harvey Klingensmith (Age 73): Co-founded and led several oil & gas companies. Brings deep upstream industry and leadership experience.
Curtis Anastasio (Age 69): Former CEO of NuStar Energy. Brings extensive midstream, finance, and public company board experience.

Board Committees:

Audit Committee: Reviews financials and audits. (Martha Carnes, Chair)
Compensation Committee: Sets executive pay. (Harvey Klingensmith, Chair)
Nominating Committee: Recommends director candidates. (Kwaku Temeng, Chair)

💼 Executive Compensation

This section details how the top leaders are paid, focusing on the "Named Executive Officers" (NEOs).

2025 Compensation Highlights for the CEO:

Lawrence Bruno: Total compensation was $6,130,000.
- Base Salary: $1,000,000
- Stock Awards: $3,958,928
Performance Metrics: A significant portion of bonuses and long-term incentives are tied to company performance, specifically Return on Invested Capital (ROIC) and Total Shareholder Return (TSR) compared to a peer group (the OSX Index).

Compensation Philosophy: The goal is to pay for performance. The mix is weighted towards long-term, equity-based awards (like stock) to tie executive wealth to long-term shareholder success.

👉 Why it matters: This system is designed so that executives make more money only if shareholders do well through stock price appreciation and strong company returns. The advisory vote lets shareholders approve or reject this structure.

🔍 Equity Plans & Stock Performance

The company uses stock awards to incentivize employees and directors.

Plans in Place: The 2024 Long-Term Incentive Plan (LTIP) and the 2023 Non-Employee Director Stock Incentive Plan.
Shares Available: As of Dec 31, 2025, 1,834,728 shares were left for future awards under these plans.
Performance Graph: The filing includes a graph comparing CLB's stock return from 2021-2025 to the S&P 500 and two oil service indexes. Note: This is historical and not a guarantee of future results.

🌍 Industry Context & Outlook

The Compensation Discussion explains the challenging backdrop for Core Labs.

Market Conditions: In 2025, OPEC+ began unwinding production cuts, which raised the possibility of an oil supply surplus. This, combined with global trade uncertainty, put downward pressure on crude oil prices.
Company Outlook: Despite this, the company's outlook for long-term growth in oil and gas demand remains constructive. Their compensation programs are designed to motivate executives through these cycles.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Deep technical expertise and a strong reputation in its niche markets.
Compensation structure is tightly aligned with shareholder interests (ROIC, TSR).
Strong institutional shareholder base.

⚠️ Risks & Considerations:

Business is directly tied to the health of the oil & gas industry, which is cyclical and volatile.
The company's stock has underperformed its peer index (OSX) over the last 5 years, as shown in the performance graph.
Executive pay is substantial, and the "say-on-pay" vote is your chance to express approval or concern.

🧠 The Analogy

Core Laboratories is like a specialized medical lab for the oil and gas industry. Doctors (oil companies) use their lab results (Core's data on rocks and fluids) to diagnose reservoir health and prescribe treatments (production enhancement techniques). This proxy is the annual report to the hospital's shareholders (you), explaining the lead doctors' pay, the board appointments, and asking if you agree with the lab's management.

📇 Key Contacts & People

Lawrence Bruno: Chairman, President & CEO
Christopher S. Hill: Senior VP & CFO
Gwendolyn Y. Gresham: Senior VP, Corporate Development & Investor Relations
Mark D. Tattoli: Senior VP, Secretary & General Counsel
Company Secretary Contact for Meeting Registration: Mark D. Tattoli, Core Laboratories Inc., 6316 Windfern Road, Houston, Texas 77040
Investor Relations Email: [email protected]

🧩 Final Takeaway

Your role as a shareholder is to vote on the company's directors and approve its auditor and executive pay structure. The key is to decide if the current Board and compensation plan are the right ones to navigate the cyclical oil industry and drive long-term value from your investment in Core Labs.

Core Laboratories Inc. /DE/ — DEF 14A Filing