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 19, 2021
____________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address and zip code of principal executive offices) | ||||||||||||||
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders | ||
At the 2021 Annual General Meeting of Shareholders on May 19, 2021, the shareholders of Civeo Corporation (“Civeo”): (1) elected two Class I nominees to Civeo’s Board of Directors (the “Board”); (2) voted, on an advisory basis, in favor of the compensation of the persons listed as named executive officers in Civeo’s proxy statement filed with the Securities and Exchange Commission on April 1, 2021 (the "Proxy Statement"); (3) ratified the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2021 and until the next annual general meeting of shareholders and authorized the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2021; (4) approved the frequency with which the Company conducts the say-on-pay vote, commonly referred to as a “Say-When-On-Pay" Proposal. The proposals related to each matter are described in detail in the Proxy Statement. The voting results for each proposal are as follows:
Proposal 1 - To elect the two Class I nominees to the Board:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| C. Ron Blankenship | 8,052,437 | 2,182,833 | 2,411,344 | |||||||||||||||||
| Charles Szalkowski | 8,039,311 | 2,195,959 | 2,411,344 | |||||||||||||||||
Proposal 2 - To approve, on an advisory basis, the compensation of the named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 7,175,141 | 3,048,300 | 11,829 | 2,411,344 | |||||||||||||||||
Proposal 3 - To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2021 and until the next annual general meeting of shareholders and to authorize the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2021:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| 12,624,413 | 22,201 | -- | |||||||||||||||
Proposal 4 - To approve the frequency with which the Company conducts a vote, on an advisory basis, to approve the compensation of named executive officers, commonly referred to as a “Say-When-On-Pay" Proposal:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | |||||||||||||||||||
| 9,979,955 | 9,430 | 237,499 | 8,386 | 2,411,344 | |||||||||||||||||||
Based upon these results, and consistent with the Company's board of directors' previous recommendation, the Company will hold a vote, on an advisory basis, to approve the compensation of the Company's named executive officers every year until the next required "Say-When-On-Pay" vote.
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.
Dated: May 20, 2021
CIVEO CORPORATION
By: /s/ Carolyn J. Stone ,
Name: Carolyn J. Stone
Title: Senior Vice President, Chief Financial Officer and Treasurer