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 a special meeting in lieu of an annual meeting of the shareholders of Frank’s International N.V. (the “Company”) to be held on November 6, 2013, at 1:00 p.m. Central European Time (“CET”), at J.J. Viottastraat 52, 1071 JT Amsterdam, the Netherlands. This special 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 two additional directors to the Supervisory Board;

 

 

2.

To approve on an advisory basis the compensation of the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s (“SEC”) compensation disclosure rules, including the “Compensation Discussion and Analysis” (“CD&A”) section of the attached proxy statement, compensation tables and accompanying narrative disclosure; and

 

 

3.

To conduct an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.

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 special meeting. Even if you plan to attend the special meeting, the Company urges you to promptly vote your shares of Common Stock or Preferred Stock by submitting your marked, signed and dated proxy card. 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 special meeting. Voting your shares of Common Stock or Preferred Stock by submitting a proxy card will not prevent you from attending the special 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 special meeting, you must obtain from your broker or other nominee a proxy issued in your name.

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

Sincerely,

 



Donald Keith Mosing

Chairman of the Supervisory Board, Chief Executive

Officer and President

Amsterdam, The Netherlands

October 18, 2013

 
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 6, 2013

The Notice of Special Meeting of Shareholders and the Proxy Statement for the Special Meeting of Shareholders, along with the information comprising the Company’s Annual Report to Shareholders, which accompanies the Proxy Statement, is available on the Company’s website at http://proxy.franksinternational.com .
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

  

Page

 

QUESTIONS AND ANSWERS

  

 

1

  

ITEM ONE - ELECTION OF DIRECTORS

  

 

4

  

MANAGEMENT

  

 

5

  

COMPENSATION COMMITTEE REPORT

  

 

12

  

COMPENSATION DISCUSSION AND ANALYSIS

  

 

13

  

EXECUTIVE COMPENSATION

  

 

25

  

AUDIT COMMITTEE REPORT

  

 

32

  

TRANSACTIONS WITH RELATED PERSONS

  

 

33

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

40

  

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

42

  

ITEM TWO - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

  

 

43

  

ITEM THREE - ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

  

 

44

  

SHAREHOLDER PROPOSALS

  

 

45

  

HOUSEHOLDING MATTERS

  

 

45

  

WHERE YOU CAN FIND MORE INFORMATION

  

 

45

  
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