CLB 2019 Proxy Statement

TABLE OF CONTENTS Page ABOUT THE 2019 ANNUAL MEETING OF SHAREHOLDERS OWNERSHIP OF SECURITIES Security Ownership by Certain Beneficial Owners and Management Section 16(a) Beneficial Ownership Reporting Compliance Equity Compensation Plan Information Performance Graph INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION Board of Supervisory Directors Non-Executive Supervisory Director Compensation Board Membership Board Structure Supervisory Director Independence Supervisory Board Meetings Committees of the Supervisory Board Qualifications of Supervisory Directors Supervisory Director Nomination Process Related Person Transactions Compensation Committee Interlocks and Insider Participation Communications with Directors; Website Access to Our Corporate Documents Dutch Corporate Governance Code Risk Assessment of Compensation Policies and Practices CORPORATE GOVERNANCE AND RESPONSIBILITY COMPENSATION DISCUSSION AND ANALYSIS Introduction Executive Summary What Guides Our Executive Compensation Program 2018 Compensation Program Details Executive Compensation Policies Employment Agreements and Change in Control Agreements INFORMATION ABOUT OUR NAMED EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION Named Executive Officers Summary Compensation All Other Compensation from Summary Compensation Table 3 6 6 7 7 7 9 9 13 15 15 15 16 16 17 18 18 19 19 19 19 21 22 22 22 23 26 31 32 34 34 35 36