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 January 23, 2015, at 2:00 p.m. Central European Time (“CET”), at J.J. Viottastraat 52, 1071 JT, Amsterdam, The Netherlands (the “Special Meeting”). The 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 William B. Berry to the Supervisory Board to serve until the Company’s annual meeting of shareholders in 2015; and

 

 

2.

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

Following Mr. Berry’s election to the Supervisory Board, I intend to resign as the Company’s Chief Executive Officer and President and the Management Board and the Supervisory Board will appoint Gary P. Luquette, a current member of the Supervisory Board and Audit Committee, as Chief Executive Officer and President. The Supervisory Board will also appoint Mr. Berry as a member of the Audit Committee. Following my resignation as the Company’s Chief Executive Officer and President, I will serve in an officer capacity as Executive Chairman of the Supervisory Board.

Your vote is very important. Holders of the Company’s shares of common stock, each with a nominal value of €0.01 (the “Common Stock”), and shares of series A convertible preferred stock, each with a nominal value of €0.01 (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 in advance of the Special 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 Special Meeting. Voting your shares of Common Stock or Preferred Stock in advance of the Special Meeting 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 proxy statement, which contains detailed descriptions of the election of Mr. Berry to the Supervisory Board, the proposal to be voted upon at the Special Meeting.

Sincerely,

 



Donald Keith Mosing

Chairman of the Supervisory Board, Director, Chief Executive

Officer and President
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Amsterdam, The Netherlands

December 22, 2014

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 23, 2015

The Notice of Special Meeting of Shareholders and the Proxy Statement for the Special Meeting of Shareholders, along with the Company’s Annual Report to Shareholders, which accompanies the Proxy Statement, 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 DIRECTOR

  

 

4

  

MANAGEMENT

  

 

5

  

COMPENSATION COMMITTEE REPORT

  

 

14

  

COMPENSATION DISCUSSION AND ANALYSIS

  

 

15

  

EXECUTIVE COMPENSATION

  

 

25

  

AUDIT COMMITTEE REPORT

  

 

36

  

TRANSACTIONS WITH RELATED PERSONS

  

 

38

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

45

  

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

47

  

SHAREHOLDER PROPOSALS

  

 

48

  

HOUSEHOLDING MATTERS

  

 

49

  

WHERE YOU CAN FIND MORE INFORMATION

  

 

49

  


Table of Contents

FRANK’S INTERNATIONAL N.V.

Prins Bernhardplein 200, 1097 JB Amsterdam

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