Attached files
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| EX-99.1 - EXHIBIT 99.1 - Civeo Corp | exh_991.htm |
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): May 14, 2015
CIVEO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-36246
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46-3831207
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(State or Other Jurisdiction of
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(Commission File
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Number)
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Three Allen Center
333 Clay Street, Suite 4980
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Houston, Texas
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (713) 510-2400
(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:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Item 5.07
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Submission of Matters to a Vote of Security Holders
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The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Civeo Corporation (the “Company”) was held on May 14, 2015. At the Annual Meeting, the stockholders of the Company (i) approved the adoption of the merger agreement among the Company, Civeo Canadian Holdings ULC and Civeo US Merger Co, (ii) elected two Class I nominees to the Board of Directors, (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015, (iv) voted, on an advisory basis, in favor of the compensation of the named executive officers and (v) recommended, on an advisory basis, a frequency of one year on the advisory vote on compensation of the named executive officers. The adjournment proposal was not acted upon at the Annual Meeting. The proposals related to each matter are described in detail in the Company’s definitive proxy statement/prospectus on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2015. The voting results for each proposal are as follows:
1. To approve the adoption of the merger agreement among the Company, Civeo Canadian Holdings ULC and Civeo US Merger Co:
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For
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Against
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Abstain
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Broker Non-Votes
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69,027,886
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135,017
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16,869
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24,276,340
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2. To elect the two Class I nominees to the Board of Directors:
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For
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Withheld
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Broker Non-Votes
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C. Ronald Blankenship
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68,841,539
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338,233
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24,276,340
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Charles Szalkowski
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67,763,938
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1,415,834
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24,276,340
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3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015:
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For
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Against
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Abstain
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Broker Non-Votes
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90,869,136
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1,795,375
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791,601
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--
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4. To approve, on an advisory basis, the compensation of named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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66,162,726
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2,868,795
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148,251
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24,276,340
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5. To recommend, on an advisory basis, the frequency of the advisory vote on the compensation of named executive officers:
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One Year
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Two Years
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Three Years
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Abstain
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64,602,498
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331,575
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4,083,934
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156,344
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In accordance with the results of this advisory vote, the Company intends to hold future advisory votes on the compensation of its named executive officers, or “say-on-pay” votes, annually until it next holds an advisory vote on the frequency of say-on-pay votes as required under SEC rules.
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Item 8.01.
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Other Events.
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On May 14, 2015, the Company issued a press release announcing the results of the Annual Meeting. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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EXHIBIT
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NUMBER
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DESCRIPTION
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99.1
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Press Release dated May 14, 2015
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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.
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CIVEO CORPORATION
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Date: May 15, 2015
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By:
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/s/ Frank C. Steininger
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Frank C. Steininger
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Senior Vice President, Chief Financial Officer and Treasurer
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INDEX TO EXHIBITS
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EXHIBIT
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NUMBER
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DESCRIPTION
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99.1
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Press Release dated May 14, 2015
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