CORE LABORATORIES INC (CLB)
Sector: Energy
2026 Annual Meeting Analysis
CORE LABORATORIES INC · Meeting: May 12, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Mr. Klingensmith has served on the board since 2020, and over his tenure CLB's stock has declined roughly 20% over three years while the energy sector ETF XLE gained 56%, a gap of about 75 percentage points that far exceeds the 30-point threshold that triggers a vote against a director when a stock has declined in absolute terms; the five-year picture is even worse (-43.6% for CLB), so the long-term mitigant does not apply.
Mr. Anastasio joined the board in 2023, which is more than 24 months ago, so the new-director exemption does not fully apply; his tenure covers the majority of the three-year underperformance period during which CLB fell about 20% while the energy sector ETF XLE rose 56%, a gap of roughly 75 percentage points — well above the 30-point trigger — and the five-year track record shows no recovery, so no mitigant applies.
For Analysis
Both Class I director nominees are voted AGAINST due to significant and sustained stock price underperformance relative to the XLE energy sector ETF benchmark. CLB's three-year price return of -19.5% compared to XLE's +56.0% represents a gap of approximately 75.5 percentage points, far exceeding the 30-point threshold that applies when a stock has delivered a negative absolute return. The five-year return of -43.6% confirms this is not a transient dip, eliminating the long-term mitigant. Both directors' tenures meaningfully overlap with the underperformance period.
Say on Pay
✓ FORCEO
Lawrence Bruno
Total Comp
$4,980,491
Prior Support
94.3%%
CEO Lawrence Bruno's total reported compensation of approximately $5.0 million is not egregiously above what would be expected for a CEO at a roughly $773 million market-cap oilfield services company, and the pay structure is genuinely performance-oriented — 84% of CEO target pay is variable and at-risk, with 100% of equity awards being performance-based stock awards tied to three-year ROIC and TSR metrics with no guaranteed payouts. While CLB's stock has significantly underperformed the sector, the variable incentive awards actually paid were meaningfully reduced through the exercise of negative discretion (the CEO voluntarily accepted only 36% of his earned bonus for 2025), which demonstrates that the incentive structure is functioning as intended by delivering lower realized pay when performance disappoints. The prior-year say-on-pay vote received 94.3% support, well above the 70% threshold that would require a more critical review.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose specific fee amounts in the extracted text provided, so the non-audit fee ratio trigger cannot be confirmed; KPMG is a Big 4 firm appropriate for a company of CLB's size and complexity, tenure data is not disclosed so the tenure trigger cannot fire per policy, and no material restatement attributable to audit failure is identified (the immaterial error correction was determined by the company not to require clawback recovery and did not implicate audit failure).
Overall Assessment
The 2026 Core Laboratories annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory vote on executive pay. Both Class I director nominees are voted AGAINST due to severe and sustained stock underperformance relative to the XLE energy sector ETF (a roughly 75-percentage-point gap over three years with negative absolute returns), while the Say on Pay and auditor ratification proposals both receive FOR votes given a well-structured, genuinely at-risk compensation program with strong prior-year shareholder support and a Big 4 auditor with no identified independence concerns.