DEFA14A 1 d853826ddefa14a.htm DEFA14A DEFA14A
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

 

 

Filed by the Registrant ☒           Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Pursuant to §240.14a-12

EXPRO GROUP HOLDINGS N.V.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒   No fee required.
☐   Fee paid previously with preliminary materials.
☐   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

Table of Contents
                
                     
   

 

Your Vote Counts!

      
 

 

EXPRO GROUP HOLDINGS N.V.

 

2025 Annual Meeting

Vote by June 4, 2025

11:59 PM ET

 

       
   

 

EXPRO GROUP HOLDINGS N.V.

 

(INCORPORATED IN THE NETHERLANDS)

 

1311 BROADFIELD BLVD., SUITE 400

 

HOUSTON, TEXAS 77084

     LOGO    
   
   
     
     

  

     
 
 
     
 
     

V64839-P29403

               
           

You invested in EXPRO GROUP HOLDINGS N.V. and it’s time to vote!

You have the right to vote on the nominees and other proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on June 5, 2025.

Get informed before you vote

View the Notice and Proxy Statement and 2024 Annual Report online at www.ProxyVote.com or scan the QR Barcode below OR you can receive a free paper or email copy of the proxy materials by requesting them prior to May 22, 2025. If you would like to request a copy of the proxy materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

 

LOGO

 

 

*Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Table of Contents

Vote at www.ProxyVote.com

 

 

THIS IS NOT A VOTABLE BALLOT

 

This is an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials at www.ProxyVote.com or easily request a paper or emailed copy. We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to obtain the proxy materials and vote on these important matters.

 

   

Voting Items

 

  

Board

Recommends

 

 
    1.   Election of Directors  

LOGO

 

  

For

   

 

Nominees:

   

 

1a.

 

  

 

Robert W. Drummond

 

 
   

 

1b.

  

 

Michael Jardon

   LOGO  

For

 
   

 

1c.

  

 

Eitan Arbeter

   LOGO  

For

   
   

 

1d.

  

 

Lisa L. Troe

   LOGO  

For

 
   

 

1e.

  

 

Brian Truelove

   LOGO  

For

 
   

 

1f.

  

 

Frances M. Vallejo

   LOGO  

For

 
   

 

1g.

  

 

Eileen G. Whelley

   LOGO  

For

 
   

 

2.

  

 

To approve on a non-binding advisory basis the compensation of the Company’s named executive officers for the year ended December 31, 2024;

   LOGO  

For

 
   

 

3.

  

 

To review the annual report for the fiscal year ended December 31, 2024, including the paragraph relating to corporate governance, to confirm and ratify the preparation of the Company’s statutory annual accounts and annual report in the English language and to confirm and adopt the annual accounts for the fiscal year ended December 31, 2024;

   LOGO  

For

 
   

 

4.

  

 

To discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2024;

   LOGO  

For

 
   

 

5.

  

 

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, 2025, as required by Dutch law;

   LOGO  

For

 
   

 

6.

  

 

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, 2025;

   LOGO  

For

 
   

 

7.

  

 

To authorize the Board to repurchase 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 2025 annual meeting; and

   LOGO  

For

   

 

8.

  

 

To authorize the Board to issue shares up to 20% of the issued share capital as of the date of the 2025 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 2025 annual meeting. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares.

   LOGO  

For

    NOTE: Such other business as may properly come before the annual meeting or any adjournment thereof shall be voted in accordance with the discretion of the proxies appointed hereby.        
         

 

 

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

 

V64840-P29403