CVEO DEF 14A Report ended May 14, 2020

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1.	To elect the following two persons as Class III members of Civeo’s board of directors: Bradley J. Dodson and Timothy O. Wall , each for a term of three years ending at the 2023 annual general meeting of shareholders or until their successors are duly elected and qualified;

2.	To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 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 2020 ;

3.	To approve, on an advisory basis, the compensation of Civeo’s named executive officers;

4.	To approve an amendment to the 2014 Equity Participation Plan of Civeo Corporation (the "EPP") to increase the number of shares available for issuance thereunder by 13,000,000 shares, subject to adjustment in accordance with the terms of the EPP;

5.	To receive and consider the audited financial statements of Civeo for the financial year ended December 31, 2019 , and the auditors’ report thereon;

6.

To approve a consolidation or reverse share split of the issued and outstanding common shares of Civeo, whereby, at the discretion of our board of directors, the outstanding common shares would be combined, converted and changed into a lesser number of common shares at a ratio to be selected by our board of directors in the range of 1:10 to 1:25 , and a related amendment to our Notice of Articles to effect a proportional reduction in the number of authorized common shares based on the selected reverse share split ratio (rounded up to the nearest integral multiple of 1,000,000), effective upon implementation of the reverse share split; and

7.	To conduct any other business as may properly come before the annual general meeting or any adjournment or postponement thereof.

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•	the election of two persons as Class III members of Civeo’s board of directors: Bradley J. Dodson and Timothy O. Wall ;

•	the ratification of the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 and until the next annual general meeting of shareholders and the authorization of the directors, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2020 ;

•	the approval, on an advisory basis, of the compensation of Civeo’s named executive officers;

•	the approval of an amendment to the EPP to increase the number of shares available for issuance thereunder by 13,000,000 shares, subject to adjustment in accordance with the terms of the EPP;

•	to approve a reverse share split and amendment to our Notice of Articles to effect a reduction in authorized common shares; and

•	the conduct of any other business as may properly come before Civeo’s annual general meeting or any adjournment or postponement thereof.

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•	Registered shareholders and duly appointed proxyholders can participate in the meeting by clicking “ I have a login ” and entering a username and password before the start of the meeting.

◦	Registered shareholders - The 15-digit control number located on the form of proxy or in the email notification you received is the username and the password is “ civeo2020 ”.

◦	Duly appointed proxyholders - Computershare will provide the proxyholder with a username after the voting deadline has passed. The password to the meeting is “ civeo2020 ”.

•	Voting at the meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves may attend the meeting by clicking “ I am a guest ” and completing the online form.

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United States Beneficial holders : To attend and vote online at the annual general meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the annual general meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the annual general meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

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•	accessing the Internet website specified on your proxy card;

•	calling the toll-free number specified on your proxy card; or

•	signing and returning your proxy card in the postage-paid envelope provided.

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•	filing a written revocation with the Secretary prior to the voting of such proxy;

•	giving a duly executed proxy bearing a later date; or

•	voting online during the annual general meeting.

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•	the person’s reputation, integrity and independence;

•	the person’s qualifications as an independent, disinterested, non-employee or outside director;

•	the person’s skills and business, government or other professional experience and acumen, bearing in mind the composition of the board of directors and the current state of Civeo and the accommodations industry generally at the time of determination;

•	the number of other public companies for which the person serves as a director and the availability of the person’s time and commitment to Civeo; and

•	the person’s knowledge of areas and businesses in which we operate or another area of our operational environment.

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•	Acting ethically with honesty and integrity;

•	Avoiding conflicts of interest;

•	Complying with disclosure and reporting obligations with full, fair, accurate, timely and understandable disclosures;

•	Complying with applicable laws, rules and regulations;

•	Acting in good faith, responsibly with due care, competence and diligence;

•	Promoting honest and ethical behavior by others in the work environment;

•	Respecting confidentiality of information acquired in the course of his or her work; and

•	Responsibly using and maintaining assets and resources employed or entrusted to the Senior Officer.

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•	Reduced total debt by $20.1 million;

•	Decreased our leverage ratio to 2.98 times at December 31, 2019 , from 3.61 times at December 31, 2018;

•	Generated strong, positive free cash flow and EBITDA during the year;

•	Exceeded budget with respect to divisional financial performance in both Canada and Australia;

•	Extended key client contracts in both Canada and Australia;

•	Extended the maturity of our credit facility with improved flexibility; and

•	Achieved relative total shareholder returns in the top quartile compared to our compensation peer group.

•	Completed the expansion of our Sitka Lodge, on-time and under-budget;

•	Achieved synergies 60% greater from the Noralta Lodge Ltd. ("Noralta") acquisition than forecasted;

•	Expanded our cater-only business through the acquisition of Action Industrial Catering in Australia; and

•	Continued strong safety performance across all regions, resulting in a full year aggregate Total Recordable Incident Rate ("TRIR") of 0.54.

•	Bradley J. Dodson , President, Chief Executive Officer and Director;

•	Carolyn J. Stone , Senior Vice President, Chief Financial Officer and Treasurer *

•	Peter L. McCann , Senior Vice President, Australia

•	Allan D. Schoening , Senior Vice President, Canada ; and

•	Frank C. Steininger , Executive Vice President, Strategic Initiatives .**

*	Ms. Stone was appointed as Senior Vice President, Chief Financial Officer and Treasurer effective as of November 15, 2019. Ms. Stone previously served as our Chief Accounting Officer, Vice President, Controller and Corporate Secretary.

**	Mr. Steininger served as our Executive Vice President, Chief Financial Officer and Treasurer until November 15, 2019, when he transitioned to the role of Executive Vice President, Strategic Initiatives.

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•	A Compensation Committee comprised of individuals with deep relevant business experience, all of whom have served previously as chief executive officers of energy industry or real estate related companies. All members of the Compensation Committee are independent in accordance with NYSE listing standards;

•	A clearly defined decision-making framework and delegation of authority that ensures all material compensation decisions for section 16 officers are made solely by the Compensation Committee, whose priority is to ensure our policies and procedures allow Civeo to attract, reward and retain executives who are focused on delivering long-term results for shareholders; and

•	Clearly defined compensation policies structured to accommodate circumstances that are characteristic of a cyclical industry sector.

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•	Buying or selling puts, calls or options in respect of our securities, or pledging shares (including holding shares in a margin account) by directors and officers;

•	Excise tax gross-ups in any executive or change of control agreement entered into following our spin-off from Oil States International in May 2014;

•	Severance multipliers in excess of 3x;

•	Liberal share recycling in our long-term incentive plan;

•	Repricing of stock options or stock appreciation rights without shareholder approval;

•	Single-trigger vesting of equity awards upon a change of control; or

•	Unreasonably long terms for options.

•	To attract, motivate, reward and retain executives with the experience and talent to achieve our short-term goals and objectives and successfully execute our longer-term strategic plans;

•	To reinforce the linkage between individual performance of executives and business results;

•	To align the interests of executives with the long-term interests of our shareholders; and

•	To ensure compensation does not promote overly conservative actions nor excessive risk taking.

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•	Our overall executive compensation levels are competitive with the market, based on information provided by the Compensation Committee’s independent consultant and reviewed by the Compensation Committee;

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Our executive compensation mix is balanced among (i) fixed components including salary and benefits, (ii) annual incentives that reward our overall financial and operating performance and (iii) long-term incentives, 50% of which are generally performance-based for named executive officers, to more closely tie executive compensation to shareholder interests and to provide for a substantial portion of at-risk compensation in relation to share price performance;

•	We implement what our Compensation Committee believes to be rigorous performance measures for executive compensation each year, whether absolute or relative, and set performance goals that we believe are reasonable in light of market conditions; and

•	We have established maximum award levels as a cap on performance incentives. Beginning in 2020, the Compensation Committee has committed to cap all future performance shares at 100% payout (Target), if Civeo's total shareholder return over the performance period is negative, irrespective of relative performance.

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•	Mercer did not provide any services to Civeo or management other than services requested by or with the approval of the Compensation Committee;

•	Mercer maintains a conflicts policy, which was provided to the Compensation Committee, with specific policies and procedures designed to ensure independence;

•	Fees paid to Mercer by Civeo during 2019 were less than 1% of Mercer’s total revenue;

•	None of the Mercer consultants working on matters with us had any business or personal relationship with Compensation Committee members (other than in connection with working on matters with us);

•	None of the Mercer consultants working on matters with us (or any consultants at Mercer) had any business or personal relationship with any of our executive officers; and

•	None of the Mercer consultants working on matters with us own our common shares.

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•	Consolidated Adjusted EBITDA of USD $114.6 million (101.4% of budget);

•	Adjusted EBITDA for our Canadian division of CAD $95.8 million (101.5% of budget);

•	Adjusted EBITDA for our Australian division of AUD $79 million (113.8% of budget);

•	TRIR safety performance achievement of 133% payout for Consolidated; 100% payout for Canada, 200% payout for the United States and 73.33% payout for Australia.

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•	Corporate, business unit and individual performance;

•	Competitive market practice;

•	Executive retention;

•	Impact of awards and quantum of awards on dilution and liquidity; and

•	Tax considerations in the U.S., Canada and Australia.

(1)

This column shows the full grant date fair value of phantom share units and performance share awards as computed under FASB ASC Topic 718—Stock Compensation and granted to the named executive officers during 2019 . Generally, the grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. For purposes of all awards, other than performance share awards, the value in this column is based upon the stock price on date of grant. For purposes of the performance share awards, the per share grant date fair value was $3.73 , which was calculated using a Monte Carlo simulation pricing model. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these awards.

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•	Reduced total debt by $20.1 million;

•	Decreased our leverage ratio to 2.98 times at December 31, 2019 , from 3.61 times at December 31, 2018;

•	Generated strong, positive free cash flow and EBITDA during the year;

•	Exceeded budget with respect to divisional financial performance in both Canada and Australia;

•	Extended key client contracts in both Canada and Australia;

•	Extended the maturity of our credit facility with improved flexibility; and

•	Achieved relative total shareholder returns in the top quartile compared to our compensation peer group over the past three years.

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(1)

This column represents the dollar amounts, for years shown, of the aggregate grant date fair value of performance share, restricted stock award, restricted share unit, deferred share, and phantom share units, as applicable, granted in those years computed in accordance with FASB ASC Topic 718—Stock Compensation. Generally, the aggregate grant date fair value is the aggregate amount that Civeo expects to expense in its financial statements over the award’s vesting schedule and, for performance share awards, is based on the probable outcome of the applicable performance conditions. If the maximum performance level were achieved for the performance shares included in this column, the following amounts would have been included for Messrs. Dodson, Steininger, McCann, Schoening and Ms. Stone, respectively in 2019, $3,457,255 , $1,326,880 , $553,502 , $794,139 and $ 619,210 . Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect Civeo’s future accounting expense for these awards and options, and do not necessarily correspond to the actual value that will be recognized by the named executive officers. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these awards.

(2)	Compensation reported for Mr. McCann, other than share awards, was made in Australian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Australian dollar average exchange rate for 2019 , 2018 , and 2017 was $0.6954 , $0.7480 , and $0.7669 respectively.

(3)	Compensation reported for Mr. Schoening, other than share awards, was made in Canadian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Canadian dollar average exchange rate for 2019 , 2018 and 2017 was $0.7537 , $0.7719 and $0.7712 respectively.

(4)	Amounts for “Non-Equity Incentive Plan Compensation” paid to each of the named executive officers were made pursuant to Civeo’s AICP and were paid in 2020 , 2019 and 2018 , respectively. For a description of Civeo’s plan, see “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan.”

(5)	The amounts shown in the “All Other Compensation” column reflect the following for each Named Executive Officer for 2019 :

(a)	Represents the matching contributions allocated by Civeo, as applicable, to Messrs. Dodson, Steininger, Schoening and Ms. Stone pursuant to the 401(k) Retirement Plan and Canadian Retirement Plan, as more fully described in “Compensation Discussion and Analysis Compensation Program

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(b)

The amounts shown in the “Other” column for Mr. Dodson include $2,335 in imputed income attributable to life insurance benefits and $33,520 in Canadian taxes paid by Civeo in relation to his Dual Employment contract. The amounts in the “Other” column for Mr. Steininger include $4,248 in imputed income attributable to life insurance benefits and $11,987 in Canadian taxes paid by Civeo on his behalf in relation to his Dual Employment contract and $ 50 in income attributable to a company service award. The amounts shown in the "Other column for Ms. Stone include $ 1,111 in imputed income attributable to life insurance benefits and $ 50 in income attributable to a company service award.

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(1)

The amounts shown in the columns “Threshold”, “Target” and “Maximum” reflect the threshold, target and overachievement levels of bonus payable under the AICP (see discussion in “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan”), which is based on an executive’s base salary paid during the year multiplied by the executive’s applicable bonus percentage for that level. The base salary used in this table is the base salary in effect as of December 31, 2019 ; however, actual awards are calculated based on a participant’s eligible AICP earnings paid in the year. Performance results at or below the threshold level percentage of performance targets established under the AICP will result in no payments being made under the AICP.

(2)

The amounts shown in the “Threshold”, “Target” and “Maximum” columns reflect the potential number of shares that may be earned under 2019 grants under our Performance Share Awards Program based on our relative TSR over the applicable three-year performance period (see discussion in “Compensation Discussion and Analysis- Compensation Program Components-Performance Share Award Program”). Earned shares will vest in full on the third anniversary of the grant date.

(3)	The amounts included in the “All Other Stock Awards” column reflect phantom unit awards that vest annually at a rate of one-third per year on each of the first three anniversaries of the grant date.

(4)

This column shows the full grant date fair value of performance share awards (at target performance, which was the probable outcome of the performance conditions as of the grant date) and phantom unit awards computed under FASB ASC Topic 718—Stock Compensation and granted to the named executive officers during 2019 . Generally, the full grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. For purposes of the performance share awards, the per share fair value of the awards of $3.73 was calculated using a Monte Carlo simulation pricing model. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these awards.

(5)	Mr. McCann’s AICP award amounts were paid in Australian dollars and are reflected in this table in U.S. dollars using an average exchange rate for 2019 of $0.6954 U.S. dollar per Australian dollar.

(6)	Mr. Schoening’s AICP award amounts were paid in Canadian dollars and are reflected in this table in U.S. dollars using an average exchange rate for 2019 of $0.7537 U.S. dollar per Canadian dollar.

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(1)	Option award of February 17, 2011 that was fully vested at December 31, 2019 .

(2)	Option award of February 16, 2012 that was fully vested at December 31, 2019 .

(3)	Option award of February 19, 2013 that was fully vested at December 31, 2019 .

(4)	Option award of February 19, 2014 that was fully vested at December 31, 2019 .

(5)	Restricted share award, restricted share unit award or deferred share award of February 21, 2017 that vests at the rate of 33.33% per year, with vesting dates of February 21, 2018, February 21, 2019, and February 21, 2020.

(6)	Phantom share units award of February 21, 2017 that vests at the rate of 33.33% per year, with vesting dates of February 21, 2018, February 21, 2019, and February 21, 2020.

(7)	Performance share award of February 21, 2017 that vests on February 21, 2020, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year's performance exceeded the target level, thus requiring disclosure of the maximum level.

(8)	Restricted share award, restricted share unit award or deferred share award of February 20, 2018 that vests at the rate of 33.33% per year, with vesting dates of February 20, 2019, February 20, 2020 and February 20, 2021.

(9)	Performance share award of February 20, 2018 that vests on February 20, 2021, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year's performance exceeded the target level, thus requiring disclosure of the maximum level.

(10)	Restricted share award of March 1, 2018 that vests on March 1, 2020.

(11)	Phantom share units award of February 25, 2019 that vests at the rate of 33.33% per year, with vesting dates of February 25, 2020, February 25, 2021 and February 25, 2022.

(12)	Performance share award of February 25, 2019 that vests on February 25, 2022, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year's performance exceeded the target level, thus requiring disclosure of the maximum level.

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(1)	All contribution amounts for the last fiscal year reported in this table are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for 2019 .

(2)	The $10,469 reported for Mr. Schoening in this column is also included in the “All Other Compensation” column of the Summary Compensation Table for 2019 .

(3)	This column represents net unrealized appreciation, loss, dividends and distributions for Mr. Schoening for mutual fund investments for 2019 associated with investments held in the Deferred Compensation Plan.

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(1)

Reflects the value of unvested options, restricted stock awards, restricted stock units, phantom units and deferred share awards as of December 31, 2019 that would be accelerated as a result of the separation event based on Civeo’s share price of $1.29 , which was the closing market price of Civeo’s common shares on December 31, 2019 . For performance shares, the payout is assumed at target level. Due to the exercise price for the unvested options that would become vested and exercisable on a Change of Control and the price of Civeo’s common shares as of December 31, 2019 , the aggregate value of such stock options would be zero. In addition, the amounts reported in the “Stock Awards” row would be realized by the named executive officers in the event of the occurrence of a Change of Control (without the occurrence of a qualified termination if the awards are not assumed by the successor in the change of control transaction) or upon the named executive officer’s death or disability, in each case, occurring on December 31, 2019 . The treatment of Performance Share Awards during a Change of Control is described more fully under “Compensation Program Components—Performance Share Award Program”.

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(2)	Reflects the estimated lump-sum present value of all future premiums which would be paid on behalf of the named executive officer under Civeo’s health and welfare benefit plans for the applicable continuation period specified in both Executive and Change of Control Agreements.

(3)	Reflects the maximum amount of outplacement assistance that would be provided for the named executive officer pursuant to the Executive Agreement.

(4)	Cash Severance Amounts and Outplacement Assistance for Mr. McCann would be made in Australian dollars and are reflected in this table in U.S. dollars using the average exchange rate for 2019 of $0.6954 .

(5)	Cash Severance Amounts, Health and Welfare Benefits and Outplacement Assistance for Mr. Schoening would be made in Canadian dollars and are reflected in this table in U.S. dollars using the average exchange rate for 2019 of $0.7537 .

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(1)

The amounts in the “Share Awards” column reflect the aggregate grant date fair value of restricted stock awards granted in 2019 calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 19 to the notes to consolidated financial statements included in Item 8 of Civeo’s Annual Report on Form 10-K for the year ended December 31, 2019 for information regarding the assumptions relied upon for this calculation. Pursuant to FASB ASC

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(2)	Mr. Gilbertson resigned from the board of directors effective March 31, 2019.

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•	the nature of the related party’s interest in the transaction;

•	the material terms of the transaction, including, without limitation, the amount and type of the transaction;

•	the importance of the transaction to the related party;

•	the importance of the transaction to us;

•	whether the transaction would impair the judgment of a director or executive officer to act in Civeo’s best interest;

•	whether the transaction might affect the status of a director as independent under the independence standards of the NYSE; and

•	any other matters deemed appropriate with respect to the particular transaction.

•	None of Civeo’s funds, assets or services will be used for political contributions, directly or indirectly, unless allowed by applicable foreign and U.S. law and approved in advance by our board of directors.

•	Any contributions by Civeo to support or oppose public referenda or similar ballot issues are only permitted with advance approval of our board of directors.

•	Employees, if eligible under applicable foreign and U.S. law, may make political contributions through legally established Civeo-sponsored-and-approved political support funds. Any such personal contribution is not a deductible

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•	each shareholder known by Civeo to own more than 5% of Civeo’s outstanding shares;

•	each of Civeo’s current directors;

•	each of Civeo’s named executive officers; and

•	all of Civeo’s current directors and executive officers as a group.

*	Less than one percent.

(1)	Unless otherwise indicated, the address of each beneficial owner is c/o Civeo Corporation, Three Allen Center, 333 Clay Street, Suite 4980, Houston, Texas 77002.

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(2)

Based on total shares outstanding of 170,569,380 as of March 25, 2020 and the number of shares that could be issued upon the exercise of outstanding options held by a person that are currently exercisable, or that could be issued upon conversion of preferred shares of Civeo within 60 days of March 25, 2020, provided, however, that such shares are not considered outstanding as of March 25, 2020 when computing the percentage ownership of each other person.

(3)

Based on a Schedule 13D/A filed pursuant to the Exchange Act on March 8, 2019, Torgerson Family Trust may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 24,686,306 shares held directly by Torgerson Family Trust. 989677 Alberta Ltd. may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 5,948,213 shares held directly by 989677 Alberta Ltd. As direct owner of all of the voting shares of 989677 Alberta Ltd., Svenco Investments Ltd. may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 5,948,213 shares held directly by 989677 Alberta Ltd. As one of three co-trustees of Torgerson Family Trust, Lance Torgerson may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 24,686,306 shares held by Torgerson Family Trust. As sole director and indirect beneficial owner of all of the voting shares of 989677 Alberta Ltd., Lance Torgerson may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 5,948,213 shares held directly by 989677 Alberta Ltd. As one of three co-trustees of Torgerson Family Trust, Tammy Torgerson may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 24,686,306 shares held directly by Torgerson Family Trust. As the spouse of Lance Torgerson, who is sole director and indirect beneficial owner of all of the voting shares of 989677 Alberta Ltd., Tammy Torgerson may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 5,948,213 shares held directly by 989677 Alberta Ltd. Tammy Torgerson disclaims beneficial ownership, voting power, and power to dispose of the 5,948,213 shares held directly by 989677 Alberta Ltd. and indirectly by her spouse, Lance Torgerson. As one of three co-trustees of Torgerson Family Trust, Richard Torgerson may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 24,686,306 shares held directly by Torgerson Family Trust. Richard Torgerson disclaims beneficial ownership, voting power, and power to dispose of the 24,686,306 shares held directly by Torgerson Family Trust. As a director and the owner (together with his spouse) of all of the shares of Final Holdings Ltd., Richard Torgerson may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 65,800 shares held directly by Final Holdings Ltd. Includes 28,371,937 common shares issuable upon conversion of 9,042 Class A Series 1 preferred shares held by Torgerson Family Trust, which may be converted at the option of the holder at any time after April 2, 2020.

(4)	Based on a Schedule 13G/A filed pursuant to the Exchange Act on February 14, 2020, Horizon Kinetics Asset Management LLC has beneficial ownership of 36,493,596 shares and sole voting and dispositive power over those shares.

(5)

Based on a Schedule 13G/A filed pursuant to the Exchange Act on February 6, 2020, FMR LLC has beneficial ownership of 17,110,018 shares, the sole power to vote or direct the vote of 1,792,090 shares, and the sole power to dispose or direct the disposition of 17,110,018 shares. The Schedule 13G/A identifies FMR LLC as a parent holding company and identifies the relevant subsidiary of FMR LLC beneficially owning the shares being reported in the Schedule 13G/A as FMR Co., Inc. The Schedule 13G/A further reports: (i) FMR Co., Inc. is the beneficial owner of 5% or greater of our common shares outstanding; (ii) Abigail P. Johnson is a Director, Chairman and Chief Executive Officer of FMR LLC; (iii) members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of the voting equity of FMR LLC; (iv) the Johnson family group and other equity owners of FMR LLC have entered into a voting agreement; (v) through their ownership of voting equity and the execution of the voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to form a controlling group with respect to FMR LLC; (vi) neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ boards of trustees; and (vii) Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ boards of trustees. The Schedule 13G/A does not reflect shares, if any, beneficially owned by certain subsidiaries, affiliates or other companies whose beneficial ownership of shares is disaggregated from that of FMR LLC in accordance with SEC Release No. 34-39538 (January 12, 1998).

(6)	Based on a Schedule 13G/A filed pursuant to the Exchange Act on February 13, 2020, Renaissance Technologies LLC (“RT LLC”) and Renaissance Technologies Holdings Corporation, which owns a majority interest in RT LLC, have beneficial ownership of 9,719,170 shares, and the sole power to vote or to direct the vote of 9,366,328 shares, the sole

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(7)	Includes shares that may be acquired within 60 days of March 25, 2020 through the exercise of options to purchase shares as follows: Bradley Dodson – 73,476 ; all current directors and executive officers as a group – 73,476 .

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•	reviewed and discussed (1) the audited annual financial statements and quarterly financial statements, (2) related periodic reports filed with the SEC and (3) quarterly earnings press releases with management and Civeo’s independent registered public accounting firm;

•	reviewed the overall scope and plans for the audit and the results of the independent registered public accounting firm’s examinations;

•	met with management periodically during the year to consider the adequacy of Civeo’s internal controls, including Civeo’s internal control over financial reporting and the quality of its financial reporting, and discussed these matters with Civeo’s independent registered public accounting firm and with appropriate Company financial and compliance personnel;

•	discussed with Civeo’s senior management and E&Y, Civeo’s independent registered public accounting firm, the process used for Civeo’s Chief Executive Officer and Chief Financial Officer to make the certifications required by the SEC and the Sarbanes-Oxley Act of 2002 in connection with the Form 10-K and other periodic filings with the SEC;

•	received the written disclosures and the letter from E&Y required by applicable requirements of the PCAOB regarding E&Y’s communications with the Audit Committee concerning independence;

•

reviewed and discussed with E&Y (1) their judgments as to the quality (and not just the acceptability) of Civeo’s accounting policies, (2) the written communication required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, (3) the independent registered public accounting firm’s independence, and (4) the matters required to be discussed by PCAOB Auditing Standard No. 1301, “Communication with Audit Committees” and the applicable requirements of the SEC;

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•	based on these reviews and discussions, as well as private discussions with E&Y and Civeo’s internal auditor, recommended to the board of directors the inclusion of the audited financial statements of Civeo and its subsidiaries in the Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC; and

•	determined that the non-audit services provided to Civeo by E&Y (discussed above under the Proposal to Ratify the Selection of Independent Registered Public Accounting Firm (“Proposal 2”)), are compatible with maintaining the independence of the independent auditors. The Audit Committee’s pre-approval policies and procedures are discussed above under Proposal 2.

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•	No Repricing of Options or SARs . The Amended EPP continues to prohibit repricing, replacement and regranting of options or SARs at lower prices unless approved by our shareholders.

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•	No Discounted Options or SARs . Options and SARs may not be granted with an exercise price below the closing price of our common shares on the NYSE on the trading day previous to date of grant.

•	No Dividends on Options or SARs . Dividends and dividend equivalents may not be paid or accrued on options or SARs.

•	Limited terms for Options and SARs . Options and SARs granted under the Amended EPP are limited to 10-year terms.

•	Minimum Vesting. Subject to limited exceptions in the event of an earlier death, disability or termination without cause, all awards of Options and SARs under the MIP will have a minimum vesting period of one year from the date of grant.

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No Liberal Share Counting. Shares that are (1) tendered in payment for an award, (2) delivered or withheld for payment of taxes, or (3) not issued or delivered as a result of a net settlement process, (4) repurchased on the open market with the proceeds of the payment of the exercise price of an option or (5) reserved for issuance upon grant of an SAR, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise or settlement of such SAR, will not become available again for awards under the Amended EPP.

•	Dividend Equivalents. Dividend Equivalents are not permitted on options or SARs and may not be paid out on any award prior to the time the underlying award vests.

•	Annual Limitation on Director Awards. The aggregate value of awards (as determined on the grant date) granted under the Amended EPP to any individual non-employee director may not exceed $500,000 in any calendar year.

•	Awards may be subject to future clawback or recoupment . All awards granted under the Amended EPP will be subject to our clawback policy, as amended from time to time.

•	No Transferability . Awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the Compensation Committee.

•	No “Evergreen” Provision . Shares authorized for issuance under the Amended EPP will not be replenished automatically. Any additional shares to be issued over and above the amount for which we are seeking authorization must be approved by our shareholders.

•	No Automatic Grants . There are no automatic grants to new participants or “reload” grants when outstanding awards are exercised, expire or are forfeited.

•	No Tax Gross-ups . Participants do not receive tax gross-ups under the Amended EPP.

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•	options and/or SARs covering more than 3,000,000 common shares;

•	restricted shares, deferred shares or share payments covering more than 3,000,000 common shares; or

•	performance awards denominated in cash having a value determined on the grant date in excess of $5,000,000.

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(1)	Reflects all awards previously granted under the EPP to each specified individual or group, without regard to whether or the extent to which such awards subsequently were vested or forfeited, as well as currently unvested awards.

(2)	Includes outstanding performance shares assuming target performance levels are achieved.

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(1)	Represents 145,801 outstanding options and 4,572,036 outstanding awards of performance share awards (at target performance), restricted stock units and deferred share units.

(2)	Represents the weighted average exercise price of 145,801 outstanding options. The outstanding awards of performance share awards, restricted stock units and deferred share units do not have an exercise price associated with the awards.

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•	a consolidation or reverse share split of the issued and outstanding common shares of Civeo, whereby, at the discretion of our board of directors, the outstanding common shares would be combined, converted and changed into a lesser number of common shares at a ratio to be selected by our board of directors in the range of 1:10 to 1:25 ; and

•	an amendment to our Notice of Articles to effect a proportional reduction in the number of authorized common shares based on the selected reverse share split ratio (rounded up to the nearest integral multiple of 1,000,000), effective upon implementation of the reverse share split.

•	prevailing market conditions;

•	the existing market price of our common shares;

•	the likely effect of a reverse share split on the market price of our common shares;

•	the listing standards of New York Stock Exchange (“NYSE”); and

•	the number of common shares which would be authorized but not issued or reserved for issuance.

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•	an individual citizen or resident of the United States;

•	a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•	a trust, if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (A) a U.S. court can exercise primary supervision over the trust administration and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

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