UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 2321, 2025

CORE LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41695	~~98-1164194~~Not Applicable
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
6316 Windfern Road
6316 Windfern RoadHouston, TX		77040
Houston, TX		77040
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 328-2673

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock (par value $0.01)

     CLB

     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnCore ~~April~~Laboratories 23Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 21, 2025, ~~Core~~in ~~Laboratories~~Houston, ~~Inc~~Texas. ~~issued~~At athe ~~press~~Annual ~~release~~Meeting, ~~announcing~~the ~~its~~Company’s ~~financial~~shareholders ~~results~~were ~~for~~asked to vote on the ~~first~~following ~~quarter~~proposals: (1) to elect one new Class II Director and to re-elect two current Class II Directors to serve under the terms and conditions described within the Company’s proxy statement until it’s annual meeting in 2028 and until their successors shall have been duly elected and qualified; (2) to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accountant for the year ending December 31, 2025; and (3) to approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section of the Company’s proxy statement entitled Compensation Discussion and Analysis (“CD&A”), and the compensation of the Company’s named executive officers as disclosed pursuant to the U.S. Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables.

~~Item~~Given ~~7.01~~that ~~Regulation~~more FDthan ~~Disclosure~~50% of the issued share capital was present and represented at the Annual Meeting either in person or by proxy, proposal 1 could be approved by the affirmative vote of a plurality of votes cast, proposal 2 could be approved by the affirmative vote of an absolute majority of 50% + 1 of shares present and entitled to vote, and proposal 3 could be approved by the affirmative vote of a 66-2/3% majority of shares present and entitled to vote. All items were approved, and the certified results of the matters voted upon at the Annual Meeting are as follows:

OnProposal ~~April~~1 ~~23,~~– ~~2025,~~Election ~~Core Laboratories Inc. issued a press release announcing a quarterly cash dividend~~ of ~~$0.01~~Class ~~per~~II ~~share~~Directors: ofThe ~~common~~election ~~stock for shareholders~~ of ~~record~~each onClass ~~May~~II 5,director ~~2025~~was ~~and~~approved ~~payable~~as ~~May~~follows: ~~27, 2025.~~

The full text of the press release is set forth in Exhibit 99.1 attached hereto.


Nominee	For	Withheld	Broker Non-Votes
Martha Z. Carnes	37,510,862	2,818,729	2,182,232
Katherine Murray	39,747,197	582,394	2,182,232
Rob Martinovich	38,894,796	1,434,795	2,182,232

~~The~~Proposal ~~information~~2 in– ~~this~~Appointment ~~Report~~of ~~and~~KPMG ~~the~~as ~~exhibit~~Independent ~~attached~~Registered ~~hereto~~Public ~~shall~~Accountant: ~~not~~The beratification ~~deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~appointment ~~Exchange Act~~ of ~~1934,~~KPMG as ~~amended (~~the ~~“Exchange~~Company’s ~~Act”),~~independent ~~nor~~registered ~~shall~~public ~~they~~accountant befor ~~deemed incorporated by reference in any filing under~~ the ~~Securities~~fiscal ~~Act~~year ofending ~~1933,~~December ~~as amended~~31, ~~or the Exchange Act~~2025, ~~except~~was approved as ~~shall be expressly stated by specific reference in such filing.~~follows:

Item 9.01 Financial Statements and Exhibits.


For	Against	Abstentions	Broker Non-Votes
41,812,461	685,311	14,051	—

~~(d)~~Proposal ~~Exhibits~~3 – Approving the Compensation of the Company’s Named Executive Officers: An advisory vote on the compensation of the Company’s named executive officers was approved as follows:

99.1 Press release issued on April 23, 2025 *


For	Against	Abstentions	Broker Non-Votes
38,010,404	2,292,675	26,512	2,182,232

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Laboratories Inc.

Dated: April 23, 2025

/s/ Christopher S. Hill

Dated: May 27, 2025

/s/ Christopher S. Hill

Christopher S. Hill

Chief Financial Officer

Filing Compare · Core Laboratories Inc. /DE/