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EX-3.1 - EXHIBIT 3.1 - Civeo Corpex3-1.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 12, 2016

 

 


 

CIVEO CORPORATION

(Exact name of registrant as specified in its charter)

 

 


 

 

British Columbia, Canada

 

1-36246

 

98-1253716

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

Three Allen Center

333 Clay Street, Suite 4980

Houston, Texas 

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (713) 510-2400

 

 


 

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.

 

 

[_]

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))

 

 
 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the 2016 Annual and Special General Meeting of Shareholders held on May 12, 2016, the shareholders of Civeo Corporation (the “Company”) (i) approved amendments to Articles 9.1, 9.3 and 11.2 of the Company’s Articles to change the voting requirement for shareholder approval of certain ordinary and special business from an outstanding voting power standard to a votes cast standard, (ii) elected three Class II nominees to the Board of Directors (the “Board”), (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016 and until the next annual general meeting of shareholders and authorized the Board to determine the remuneration to be paid to Ernst & Young LLP for 2016, (iv) voted, on an advisory basis, in favor of the compensation of the named executive officers, (v) approved the amended and restated 2014 Equity Participation Plan (the “Plan”) to, among other things, increase the number of shares available for issuance thereunder by 10,000,000 shares and (vi) approved a consolidation or reverse share split of the issued and outstanding common shares of the Company. The proposals related to each matter are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2016. The voting results for each proposal are as follows:

 

Proposal 1 - To approve an amendment to the Company’s Articles to change the voting requirement for shareholder approval of certain ordinary and special business from an outstanding voting power standard to a votes cast standard:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

73,956,253

 

949,783

 

211,974

 

19,974,915

 

Proposal 2 - To elect the three Class II nominees to the Board:

 

 

 

For

 

Withheld

 

Broker Non-Votes

Martin A. Lambert

 

73,684,847

 

1,433,163

 

19,974,915

Constance B. Moore

 

73,679,144

 

1,438,866

 

19,974,915

Richard A. Navarre

 

73,682,753

 

1,435,257

 

19,974,915

 

Proposal 3 - To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016 and until the next annual general meeting of shareholders and authorize the Board to determine the remuneration to be paid to Ernst & Young LLP for 2016:

 

For

 

Withheld

 

Broker Non-Votes

 

Invalid

94,874,961

 

217,256

 

8

 

700

 

Proposal 4 - To approve, on an advisory basis, the compensation of named executive officers:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

71,793,465

 

3,139,032

 

185,513

 

19,974,915

 

Proposal 5 - To approve the Plan to, among other things, increase the number of shares available for issuance thereunder by 10,000,000 shares, subject to adjustment in accordance with the terms of the Plan upon implementation of the reverse share split described below in Proposal 6:

   

For

 

Against

 

Abstain

 

Broker Non-Votes

69,881,652

 

5,057,293

 

179,064

 

19,974,916

 

 
 

 

 

Proposal 6 - To approve a consolidation or reverse share split of the issued and outstanding common shares of the Company, whereby, at the discretion of the Company’s Board, the outstanding common shares would be combined, converted and changed into a lesser number of common shares at a ratio to be selected by the Board in the range of 1:4 to 1:15, and related amendments to the Company’s Notice of Articles and Articles to effect a proportional reduction in the number of authorized common shares based on the selected reverse share split ratio (rounded up to the nearest integral multiple of 1,000,000), effective upon implementation of the reverse share split:

   

For

 

Against

 

Abstain

 

Broker Non-Votes

87,735,425

 

7,220,269

 

137,229

 

2

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

 

EXHIBIT

NUMBER

  

EXHIBIT DESCRIPTION

   

3.1

  

Amended and Restated Articles of Civeo Corporation.

 

 
 

 

 

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.

 

Date: May 13, 2016

 

 

CIVEO CORPORATION

 

 

  By:

/s/ Frank C. Steininger

 
  Name:  Frank C. Steininger
  Title:  Senior Vice President, Chief Financial Officer and Treasurer  

 

 
 

 

 

EXHIBIT INDEX

 

 

EXHIBIT

NUMBER

  

EXHIBIT DESCRIPTION

   

3.1

  

Amended and Restated Articles of Civeo Corporation.