Core Laboratories (NYSE: CLB) cuts supermajority for merger votes

Rhea-AI Filing Summary

Core Laboratories Inc. changed its bylaws to make it easier for shareholders to approve major corporate actions. On February 27, 2026, the board adopted First Amended and Restated Bylaws that lower the voting threshold in Section 2.11 for certain shareholder approvals, including merger and change in control transactions, from a 66-2/3% supermajority vote to a simple majority of 50% plus one vote. This means fewer shares are now required to approve these significant transactions. The full text of the amended bylaws is provided as an exhibit to the filing.

Insights

Corporate governance analyst

Core Laboratories shifts from supermajority to simple majority for key votes.

Core Laboratories Inc. has amended its bylaws so that certain shareholder actions, including merger and change in control approvals, now require a simple majority of 50% plus one vote instead of a 66-2/3% supermajority.

This change reduces the number of votes needed to authorize significant transactions. It alters the balance between management and shareholder decision-making by making it procedurally easier to obtain approval for mergers and similar deals, based purely on vote-count mechanics.

Actual impact will depend on future transactions that require these approvals. Subsequent filings may provide concrete examples of merger or change in control proposals that proceed under the new 50% plus one voting standard.

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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): February 27, 2026

CORE LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41695	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6316 Windfern Road Houston, TX		77040
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated Bylaws

On February 27, 2026, the Board of Directors of Core Laboratories Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (the “First Amended and Restated Bylaws”), effective as of such date, with the only change being to lower the voting threshold set forth in Section 2.11 for approval of certain shareholder actions, including the approval of merger and change in control transactions, from a 66-2/3% supermajority vote to a 50% plus one simple majority vote.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 First Amended and Restated Bylaws

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

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: March 5, 2026		By		/s/ Christopher S. Hill
				Christopher S. Hill
				Chief Financial Officer

FAQ

What bylaw change did Core Laboratories (CLB) approve?

Core Laboratories approved First Amended and Restated Bylaws that change how certain shareholder actions are approved. The key revision lowers the required shareholder vote for specified major transactions, simplifying the approval mechanics for decisions like mergers and change in control events.

What is the new voting threshold for Core Laboratories (CLB) shareholder approvals?

The new threshold is a simple majority of 50% plus one vote. Previously, certain shareholder actions required a 66-2/3% supermajority. This adjustment applies to specified matters under Section 2.11 of the bylaws, including approvals of merger and change in control transactions.

Which shareholder actions at Core Laboratories (CLB) are affected by the bylaw change?

The change affects “certain shareholder actions” defined in Section 2.11 of the bylaws, including approvals of merger and change in control transactions. These significant corporate decisions will now pass with a simple majority vote instead of the earlier 66-2/3% supermajority requirement.

When did Core Laboratories (CLB) make its bylaw amendment effective?

The amended and restated bylaws became effective on February 27, 2026. On that date, the Core Laboratories board approved the First Amended and Restated Bylaws, immediately implementing the new simple majority voting standard for specified shareholder actions under Section 2.11.

Where can investors see the full text of Core Laboratories (CLB) amended bylaws?

The complete text of the First Amended and Restated Bylaws is filed as Exhibit 3.1. The company’s report states that its description of the change is qualified in its entirety by reference to this exhibit, which contains the detailed bylaw language.

Does the Core Laboratories (CLB) filing change its fiscal year or only bylaws?

The filing describes an amendment to the company’s bylaws, not a change in fiscal year. It focuses on revising the voting threshold for certain shareholder actions, including merger and change in control approvals, through adoption of the First Amended and Restated Bylaws.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 182.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB