CLB 2019 Proxy Statement

7 shares beneficially owned by BlackRock, BlackRock has sole dispositive power with respect to all of its shares; however, BlackRock has sole voting power with respect to 3,204,293 of its shares. (7) Based upon Schedule 13G filed with the SEC on 2/13/2019, Massachusetts Financial Services Company ("MFS") is deemed to be the beneficial owner of 2,608,898 shares. MFS has sole voting power of 2,539,682 shares and sole dispositive power with respect to all of the shares it is deemed to beneficially own. MFS's current address is 111 Huntington Avenue, Boston, MA02199. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires Supervisory Directors, named executive officers and persons who own more than 10% of our common shares, among others, to file initial reports of ownership and reports of changes in ownership (Forms 3, 4 and 5) of our common shares with the SEC and the NYSE. Such filers are required by SEC regulations to furnish us with copies of all such forms that they file. Based solely on its review of reports and written representations that the Company has received, the Company believes that all required Section 16 reports were timely filed during 2018, with the exception of one Form 4 for our current Chief Financial Officer, Chris Hill, which was filed late in March 2018. Equity Compensation Plan Information We have two main incentive plans, our 2014 Long-Term Incentive Plan ("LTIP"), and our 2014 Nonemployee Director Stock Incentive Plan ("Director Plan"), both of which have been approved by our shareholders. The table below provides information regarding our equity compensation plans as of December 31, 2018. Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by our shareholders LTIP 522,786 — 954,552 Director Plan 19,002 — 537,086 Equity compensation plans not approved by our shareholders — — — Total 541,788 — 1,491,638 Performance Graph The following performance graph compares the performance of our common shares to the Standard & Poor's 500 Index and the Philadelphia Oil Service Index ("OSX") for the period beginning December 31, 2013 and ending December 31, 2018. Core Lab is now an established member of the OSX, which includes a greater concentration of our most direct peers. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2013 and that all dividends were reinvested. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information is "furnished" and shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent that Core Laboratories specifically incorporates it by reference into such filing.