Table of Contents I 61

CLB 2019 Proxy Statement

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS II
TABLE OF CONTENTS 1
PROXY STATEMENT 3
OWNERSHIP OF SECURITIES 6
Security Ownership by Certain Beneficial Owners and Management 6
Section 16(a) Beneficial Ownership Reporting Compliance 7
Equity Compensation Plan Information 7
Performance Graph 7
INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION 9
Board of Supervisory Directors 9
Non-Executive Supervisory Director Compensation 13
Board Membership 15
Board Structure 15
Supervisory Director Independence 15
Supervisory Board Meetings 16
Committees of the Supervisory Board 16
Qualifications of Supervisory Directors 17
Supervisory Director Nomination Process 18
Related Person Transactions 18
Compensation Committee Interlocks and Insider Participation 19
Communications with Directors; Website Access to Our Corporate Documents 19
Dutch Corporate Governance Code 19
Risk Assessment of Compensation Policies and Practices 19
CORPORATE GOVERNANCE AND RESPONSIBILITY 21
COMPENSATION DISCUSSION AND ANALYSIS 22
Introduction 22
Executive Summary 22
2018 Business Achievements 22
2018 Compensation Actions 23
2018 "Say-on-Pay" / Shareholder Engagement 23
Best Compensation Governance Practices & Policies 23
What Guides Our Executive Compensation Program 23
Compensation Philosophy and Objectives 23
The Core Elements of Compensation 24
Pay Mix 24
The Role of the Compensation Committee 25
The Role of Management 25
The Role of the Independent Compensation Consultant 25
The Role of Market Compensation Analysis 25
Selecting the Peer Group 26
2018 Compensation Program Details 26
Base Salary 26
Annual Cash Incentives 26
Equity Incentive Compensation 28
Performance Share Award Program 28
Executive Compensation Policies 31
Stock Ownership Requirements 31
Securities Trading Policy 31
Health and Welfare Benefits 31
401(k) 31
Deferred Compensation Plan 31
Supplemental Executive Retirement Plans 31
Other Perquisites and Personal Benefits 32
Deductibility of Compensation Over $1 Million 32
Employment Agreements and Change in Control Agreements 32
Change in Control 32
Termination without Cause 33
INFORMATION ABOUT OUR NAMED EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION 34
Named Executive Officers 34
Summary Compensation 35
All Other Compensation from Summary Compensation Table 36
Grants of Plan-Based Awards 36
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 37
Outstanding Equity Awards at Fiscal Year End 38
Exercises and Stock Vested 39
Post-Employment Benefit Plans 39
Non-Qualified Deferred Compensation Plan 41
Potential Payments Upon Termination or Change in Control 41
Employment Agreements 42
Pay Ratio Disclosure 47
COMPENSATION COMMITTEE REPORT 48
AUDIT COMMITTEE REPORT 49
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 51
Audit Fee Summary 51
Audit Committee's Pre-Approval Policies and Procedures 52
AGENDA ITEMS 53
Item 1. Election of Supervisory Directors 53
Item 2. Appointment of KPMG as our Independent Registered Public Accounting Firm for 2017 53
Item 3. Confirmation and Adoption of Annual Accounts 54
Item 4. Cancellation of Our Repurchased Shares Held at the Time the Annual Meeting Starts 54
Item 5. Extension and Renewal of Existing Authority to Repurchase Shares 54
Item 6. Extension of Authority to Issue Shares of Core Laboratories N.V. until November 19, 2017 55
Item 7. Extension of Authority of Supervisory Board to Limit or Eliminate Preemptive Rights until November 19, 2017 56
Item 8. To Approve, on an Advisory Basis, the Compensation of our Named Executive Officers as Described in the CD&A Section of this Proxy Statement 57
Item 9. Other Matters to Be Voted On 57
OTHER PROXY MATTERS 58
Information About Our 2020 Annual Meeting; Shareholder Proposals and Shareholder Access 58
The Right of Shareholders to Request a Shareholder Meeting 58
Shareholders Sharing the Same Address 58
Incorporation by Reference 59
Other Information 59
PROXY CARD 60

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