Schedule 14A


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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

 

 

Filed by the Registrant  x                             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))

 

 

x

 

Definitive Proxy Statement

 

 

¨

 

Definitive Additional Materials

 

 

¨

 

Soliciting Material Pursuant to §240.14a-12

FRANK’S INTERNATIONAL 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 the appropriate box):

 

 

 

 

 

 

 

x

 

No fee required.

 

 

¨

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

     

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

     

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

     

 

 

(5)

 

Total fee paid:

 

     

 

 

¨

 

Fee paid previously with preliminary materials.

 

 

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

     

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

     

 

 

(3)

 

Filing Party:

 

     

 

 

(4)

 

Date Filed:

 

     

 

 

 
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FRANK’S INTERNATIONAL N.V.

Prins Bernhardplein 200, 1097 JB Amsterdam

The Netherlands

To the shareholders of Frank’s International N.V.:

You are cordially invited to attend the annual meeting of the shareholders of Frank’s International N.V. (the “Company”) to be held on May 14, 2014, at 2:00 p.m. Central European Time (“CET”), at the Hotel Sofitel Legend the Grand Amsterdam, Oudezijds Voorburgwal 197, 1012 EX, Amsterdam, The Netherlands. This annual meeting has been called by the Company’s board of managing directors (the “Management Board”) and the Company’s board of Supervisory Directors (the “Supervisory Board”). At this meeting, you will be asked to consider and vote upon the following proposals:

 

 

1.

To elect six directors to the Supervisory Board to serve until the Company’s annual meeting of shareholders in 2015;

 

 

2.

To discuss the annual report for the fiscal year ended December 31, 2013, including the corporate governance paragraph, 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, 2013;

 

 

3.

To discharge the sole member of the Company’s Management Board from liability in respect of the exercise of its duties during the fiscal year ended December 31, 2013;

 

 

4.

To discharge the members of the Company’s Supervisory Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2013;

 

 

5.

To appoint PricewaterhouseCoopers Accountants N.V. as our auditor who will audit the statutory annual accounts of the Company for the fiscal year ending December 31, 2014 as required by Dutch law;

 

 

6.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014;

 

 

7.

To approve the remuneration policy for the Management Board as proposed by the Supervisory Board;

 

 

8.

To approve the remuneration of the members of the Supervisory Board;

 

 

9.

To approve and ratify the interim dividends on the common shares declared and paid in the fourth quarter of 2013 and the first quarter of 2014;

 

 

10.

To approve and resolve certain amendments to the Company’s Amended and Restated Articles of Association (the “Articles”):

10(A) - Amendments to Article 4 of the Articles;

10(B) - Amendments to Article 32 of the Articles;

10(C) - Amendments to Article 35 of the Articles;

10(D) - Amendments to Articles 40 and 41 of the Articles;

10(E) - Amendments to Article 44 of the Articles; and

 

 

11.

To transact such other business as may properly come before the annual meeting or any adjournment thereof.

Your vote is very important. Holders of the Company’s common stock, par value €0.01 per share (the “Common Stock”), and Series A preferred stock, par value €0.01 per share (the “Preferred Stock”), are entitled to vote on the matters before the annual meeting. Even if you plan to attend the annual meeting, the Company urges you to
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promptly vote your shares of Common Stock or Preferred Stock in advance of the annual meeting. You will retain the right to revoke your proxy at any time before the vote, or to vote your shares of Common Stock or Preferred Stock personally if you attend the annual meeting. Voting your shares of Common Stock or Preferred Stock in advance of the annual meeting will not prevent you from attending the annual meeting and voting in person. Please note, however, that if you hold your shares of Common Stock or Preferred Stock through a broker or other nominee, and you wish to vote in person at the annual meeting, you must obtain from your broker or other nominee a proxy issued in your name.

Pursuant to rules promulgated by the U.S. Securities and Exchange Commission, we are also providing access to our proxy materials over the Internet. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of this proxy statement, a proxy card and our 2013 annual report. The Notice contains instructions on how to access those documents over the Internet, as well as instructions on how to request a paper copy of our proxy materials. We believe that this process will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you, and will conserve natural resources.

I urge you to review carefully the proxy statement, which contains detailed descriptions of the proposals to be voted upon at the annual meeting.

 

 

Sincerely,

 

 

Donald Keith Mosing

Chairman of the Supervisory Board, Director, Chief Executive

Officer and President

Amsterdam, The Netherlands

March 31, 2014

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 14, 2014

The Notice of Annual Meeting of Shareholders and the Proxy Statement for the Annual Meeting of Shareholders, along with the Company’s Annual Report to Shareholders, is available free of charge at www.proxydocs.com/fi .
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TABLE OF CONTENTS

 

 

 

 

 

 

QUESTIONS AND ANSWERS

  

 

1

  

ITEM ONE - ELECTION OF DIRECTORS

  

 

5

  

MANAGEMENT

  

 

6

  

COMPENSATION COMMITTEE REPORT

  

 

13

  

COMPENSATION DISCUSSION AND ANALYSIS

  

 

14

  

EXECUTIVE COMPENSATION

  

 

22

  

AUDIT COMMITTEE REPORT

  

 

32

  

INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

34

  

TRANSACTIONS WITH RELATED PERSONS

  

 

35

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

41

  

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

43

  

ITEM TWO – ADOPTION OF ANNUAL ACCOUNTS FOR 2013

  

 

44

  

ITEM THREE – DISCHARGE OF SOLE MEMBER OF THE MANAGEMENT BOARD

  

 

45

  

ITEM FOUR – DISCHARGE OF MEMBERS OF THE SUPERVISORY BOARD

  

 

46

  

ITEM FIVE – APPOINTMENT OF AUDITOR FOR DUTCH STATUTORY ANNUAL ACCOUNTS

  

 

47

  

ITEM SIX – RATIFICATION OF SELECTION OF INTERNATIONAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

48

  

ITEM SEVEN – REMUNERATION POLICY FOR THE MANAGEMENT BOARD

  

 

49

  

ITEM EIGHT – APPROVAL OF REMUNERATION OF MEMBERS OF THE SUPERVISORY BOARD

  

 

50

  

ITEM NINE – RATIFICATION AND APPROVAL OF DIVIDENDS IN RESPECT OF THE 2013 FISCAL YEAR

  

 

51

  

ITEM TEN – APPROVAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

  

 

52

  

ITEM TEN (A) –AMENDMENTS TO ARTICLE 4 OF THE ARTICLES

  

 

52

  

ITEM TEN (B) –AMENDMENTS TO ARTICLE 32 OF THE ARTICLES

  

 

53

  

ITEM TEN (C) –AMENDMENTS TO ARTICLE 35 OF THE ARTICLES

  

 

53

  

ITEM TEN (D) –AMENDMENTS TO ARTICLES 40 AND 41 OF THE ARTICLES

  

 

54

  

ITEM TEN (E) –AMENDMENTS TO ARTICLE 44 OF THE ARTICLES

  

 

55

  

SHAREHOLDER PROPOSALS

  

 

56

  

HOUSEHOLDING MATTERS

  

 

57

  

WHERE YOU CAN FIND MORE INFORMATION

  

 

57

  

 

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