8-K

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): May 17, 2023

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Civeo Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 510-2400

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 Instruction 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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders

At the 2023 Annual General Meeting of Shareholders on May 17, 2023, the shareholders of Civeo Corporation (“Civeo”): (1) elected three Class III nominees to Civeo’s Board of Directors (the “Board”); (2) voted, on an advisory basis, in favor of the compensation of the persons listed as named executive officers in Civeo’s proxy statement filed with the Securities and Exchange Commission on March 31, 2023 (the “Proxy Statement”); (3) approved an amendment to the 2014 Equity Participation Plan (the “Plan”) to, among other things, increase the number of shares available for issuance thereunder by 637,000 shares, subject to adjustment in accordance with the terms of the Plan and (4) ratified the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2023 and until the next annual general meeting of shareholders and authorized the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2023. The proposals related to each matter are described in detail in the Proxy Statement. The voting results for each proposal are as follows:

Proposal 1 - To elect the three Class III nominees to the Board:

Proposal 2 - To approve, on an advisory basis, the compensation of the named executive officers:

Proposal 3 – To approve an amendment to the Plan to increase the number of shares available for issuance thereunder by 637,000 shares, subject to adjustment in accordance with the terms of the Plan:

Proposal 4 - To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2023 and until the next annual general meeting of shareholders and to authorize the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2023:

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.

Dated: May 17, 2023

CIVEO CORPORATION

By: /s/ Carolyn J. Stone ,

Name:    Carolyn J. Stone

Title:    Senior Vice President, Chief Financial Officer and Treasurer