false 0001575828 0001575828 2024-05-23 2024-05-23
 
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
 
May 23, 2024
Date of Report (Date of earliest event reported)
 
Expro Group Holdings N.V.
(Exact name of Registrant as specified in its charter)
 
The Netherlands
001-36053
98-1107145
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
 
1311 Broadfield Blvd., Suite 400 77084
Houston, TX  
(Address of principal executive offices) (Zip Code)
 
(713) 463-9776
(Registrant’s telephone number, including area code)
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, €0.06 nominal value XPRO 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 5.07 Submission of Matters to a Vote of Security Holders.
 
Expro Group Holdings N.V. (the “Company”) held its 2024 annual general meeting of shareholders (the “Annual Meeting”) on May 23, 2024. The following are the final voting results on the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2024 (the “Proxy Statement”).
 
At the close of business on April 25, 2024, the record date for the Annual Meeting, 110,537,436 shares of the Company’s common stock, each with a nominal value of €0.06 per share, were entitled to vote at the Annual Meeting.
 
Proposal 1. The directors that were nominated for election by the Company’s board of directors (the “Board”) were elected to serve until the Company’s 2025 annual meeting of shareholders or until their successors are elected and qualified or upon the earlier of their death, disability, resignation or removal. Votes regarding the election of these directors were as follows:
 
NOMINEE
  
VOTES FOR
    
VOTES
AGAINST
    
VOTES
ABSTAINED
    
BROKER NON-
VOTES
  
Michael C. Kearney
     97,673,999       1,343,532       1,089       4,173,257  
Michael Jardon
     97,717,827       1,298,213       2,580       4,173,257  
Eitan Arbeter
     97,710,004       1,305,545       3,071       4,173,257  
Robert W. Drummond
     97,714,862       1,298,678       5,080       4,173,257  
Lisa L. Troe
     97,732,759       1,282,998       2,863       4,173,257  
Brian Truelove
     97,713,164       1,302,609       2,847       4,173,257  
Frances M. Vallejo
     97,816,823       1,199,216       2,581       4,173,257  
Eileen G. Whelley
     97,648,215       1,364,402       6,003       4,173,257  
 
Proposal 2. The proposal by the Board seeking approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers was approved. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
  
95,187,039       3,824,503       7,078       4,173,257  
 
Proposal 3. The proposal to review the annual report for the fiscal year ended December 31, 2023, including the paragraph relating to corporate governance, to confirm and ratify the preparation of the Company’s Dutch statutory annual accounts and annual report of the Board in the English language and to confirm and adopt the Company’s Dutch annual accounts for the fiscal year ended December 31, 2023 was approved. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
  
102,048,699       1,018,938       124,240       —  
 
Proposal 4. The proposal to discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2023 was approved. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
  
97,699,027       1,182,533       137,060       4,173,257  
 
 
 
 
Proposal 5. The proposal to appoint Deloitte Accountants B.V. as the Company’s auditor who will audit the Dutch statutory annual accounts of the Company for the fiscal year ending December 31, 2024, as required by Dutch law, was approved. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
 
102,160,336       1,019,442       12,099       —  
 
Proposal 6. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s U.S. GAAP financial statements for the fiscal year ending December 31, 2024 was approved. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
 
103,134,721       55,528       1,628       —  
 
Proposal 7. The proposal to authorize the Board to approve the repurchase of shares up to 10% of the issued share capital, for any legal purpose, through the stock exchange or in a private purchase transaction, at a price between $0.01 and 105% of the market price on the New York Stock Exchange, and during a period of 18 months starting from the date of the Annual Meeting was approved. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
  
98,848,340       3,789,232       554,305       —  
 
Proposal 8. The proposal to authorize the Board to issue shares up to 20% of the issued share capital as of the date of the Annual Meeting, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months starting from the date of the Annual Meeting was approved. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares. The voting results were as follows:
 
 
VOTES FOR
    
VOTES AGAINST
    
VOTES ABSTAINED
    
BROKER NON-VOTES
  
96,210,934       6,965,398       15,545       —  
 
 
 
 
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.
 
  Expro Group Holdings N.V.
     
     
Date: May 28, 2024 By:  /s/ John McAlister
    John McAlister
    General Counsel and Secretary
 
 
v3.24.1.1.u2
Document And Entity Information
May 23, 2024
Document Information [Line Items]  
Entity, Registrant Name Expro Group Holdings N.V.
Document, Type 8-K
Document, Period End Date May 23, 2024
Entity, Incorporation, State or Country Code P7
Entity, File Number 001-36053
Entity, Tax Identification Number 98-1107145
Entity, Address, Address Line One 1311 Broadfield Blvd., Suite 400
Entity, Address, Postal Zip Code 77084
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
City Area Code 713
Local Phone Number 463-9776
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, €0.06 nominal value
Trading Symbol XPRO
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001575828
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