DEFA14A

 

 

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  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   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)

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¨   Fee paid previously with preliminary materials.
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ANNUAL MEETING OF SHAREHOLDERS

FRANK’S INTERNATIONAL N.V.

Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands

to be held on May 14, 2014 at 2:00 p.m. Central European Time

at the Hotel Sofitel Legend the Grand Amsterdam, Oudezijds Voorburgwal 197, 1012 EX,

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”). 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.

All shareholders of the Company are entitled to attend the annual meeting and to vote the shares of common stock and Series A preferred stock that they hold as of the date of the annual meeting. Each person who attends the annual meeting may be asked to present valid picture identification, such as a driver’s license or passport. Even if you plan to attend the annual 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 annual meeting. 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.

For further information, please review the proxy statement at www.proxydocs.com/fi, which contains detailed descriptions of the proposals to be voted upon at the special meeting.