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): February 27, 2026
CORE LABORATORIES INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-41695 | Not Applicable |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
6316 Windfern Road Houston, TX |
| 77040 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (713) 328-2673
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐ | 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)) |
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock (par value $0.01) |
| CLB |
| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Bylaws
On February 27, 2026, the Board of Directors of Core Laboratories Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (the “First Amended and Restated Bylaws”), effective as of such date, with the only change being to lower the voting threshold set forth in Section 2.11 for approval of certain shareholder actions, including the approval of merger and change in control transactions, from a 66-2/3% supermajority vote to a 50% plus one simple majority vote.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
| Exhibits |
3.1 First Amended and Restated Bylaws
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
|
|
|
|
|
|
|
|
| Core Laboratories Inc. | ||||
|
|
|
|
|
|
|
Dated: March 5, 2026 |
| By |
| /s/ Christopher S. Hill |
|
|
|
|
|
| Christopher S. Hill |
|
|
|
|
|
| Chief Financial Officer |
|
|