{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-26-020660","form_type":"8-K","ticker":"XPRO","cik":"0001575828","company_name":"EXPRO GROUP HOLDINGS N.V.","filed_at":"2026-06-15T20:15:32+00:00","discovered_at":"2026-06-15T20:17:00.330770+00:00","generated_at":"2026-06-15T20:23:34.121858+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Shareholders approve re-domiciliation to Cayman; share buyback authorized","bullets":["Proposal 3 approved: downstream cross-border merger into Expro Luxembourg S.A., then into Expro Ltd (Cayman).","Share repurchase authorization up to 10% of issued capital approved; price range $0.01 to 105% of NYSE market price.","Share issuance authorization up to 20% of issued capital approved, including authority to restrict pre-emptive rights.","All director nominees elected with >99% of votes cast; advisory say-on-pay passed with 98.2% support.","Auditor appointments ratified: Deloitte Accountants B.V. for Dutch statutory audit, Deloitte & Touche LLP for U.S. GAAP."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-020660","json":"https://secwatch.observer/filing/0001437749-26-020660.json","markdown":"https://secwatch.observer/filing/0001437749-26-020660.md","text":"https://secwatch.observer/filing/0001437749-26-020660.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/xpro20260612_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T20:23:34.121858+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"12392fa73bed396914003059aedb2e6675cc5b56","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to approve an amendment of the Articles of Association to provide for the conversion of shares of common stock of Expro into shares of Class B common stock of Expro if and to the extent Expro’s shareholders exercise their withdrawal rights and to authorize each deputy civil law notary a at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to approve an amendment of the Articles of Association to provide for the conversion of shares of common stock of Expro into shares of Class B common stock of Expro if and to the extent Expro’s shareholders exercise their withdrawal rights and to authorize each deputy civil law notary and notarial employee of AOS, and each of them severally, to execute and sign the Deed of Amendment in connection therewith: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 96,085,210 5,894,682 9,459 3,991,493","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"1334ef50d7f6e02aad8fd7d529bbba0de20239bb","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to approve a series of proposed and joint transactions (collectively, the “Transaction”), including (a) the downstream cross-border merger of Expro with and into Expro Luxembourg S.A., with Expro Luxembourg surviving (the “Luxembourg Merger”), and (b) as soon as practicable following co at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to approve a series of proposed and joint transactions (collectively, the “Transaction”), including (a) the downstream cross-border merger of Expro with and into Expro Luxembourg S.A., a public limited liability company incorporated under the laws of Luxembourg (“Expro Luxembourg”), with Expro Luxembourg surviving (the “Luxembourg Merger”), and (b) as soon as practicable following completion of the Luxembourg Merger, the downstream cross-border merger of Expro Luxembourg with and into Expro Ltd, a Cayman Islands exempted company (“Expro Cayman”), with Expro Cayman surviving: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 96,066,666 5,887,488 35,197 3,991,493","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"34d599916c3317849e1749dc7732c76b42bc1781","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to authorize the Board to issue shares up to 20% of the issued share capital as of the date of the Annual Meeting, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months starting from the date of the Annual Meeting, including at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to authorize the Board to issue shares up to 20% of the issued share capital as of the date of the Annual Meeting, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months starting from the date of the Annual Meeting was approved. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 100,190,215 1,795,172 3,964 3,991,493","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"43fba611a8936dfb14094a232cc90dce423cc572","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to approve an amendment of the articles of association to include a formula on the basis of which cash compensation to the Company’s shareholders who exercise their withdrawal right in connection with the Luxembourg Merger can be readily determined and to authorize each deputy civil law at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to approve an amendment of the articles of association (as amended, the “Articles of Association”) of the Company to include a formula on the basis of which cash compensation to the Company’s shareholders who exercise their withdrawal right in connection with the Luxembourg Merger (as defined below), as referred to in Section 2:333h(1) of the Dutch Civil Code, can be readily determined and to authorize each deputy civil law notary and/or notarial employee of Allen Overy Shearman Sterling LLP, Amsterdam office (“AOS”), and each of them severally, to execute and sign the Deed of Amendment in connection therewith: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 96,084,024 5,894,665 10,662 3,991,493","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"5024465ddee4df2e704e829a89995e1ed4c04f76","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s U.S. GAAP financial statements for the fiscal year ending December 31, 2026 at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s U.S. GAAP financial statements for the fiscal year ending December 31, 2026 was approved. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 105,528,949 64,239 387,656 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"6765a9faaa3c6c729ca4bf54d38772948fb98e8d","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025 at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2025 was approved. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 101,371,139 412,233 205,979 3,991,493","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"7710760ff85845a68677ef15ffbeb8ec0e483602","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to authorize the Board to approve the repurchase of shares up to 10% of the issued share capital, for any legal purpose, through the stock exchange or in a private purchase transaction, at a price between $0.01 and 105% of the market price on the New York Stock Exchange, and during a pe at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to authorize the Board to approve the repurchase of shares up to 10% of the issued share capital, for any legal purpose, through the stock exchange or in a private purchase transaction, at a price between $0.01 and 105% of the market price on the New York Stock Exchange, and during a period of 18 months starting from the date of the Annual Meeting was approved. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 104,916,399 383,389 681,056 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"927a0f958ddd2aff9cda01a228d192377d9f227f","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to review the annual report for the fiscal year ended December 31, 2025, including the paragraph relating to corporate governance, to confirm and ratify the preparation of the Company’s Dutch statutory annual accounts and annual report of the Board in the English language and to confirm at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to review the annual report for the fiscal year ended December 31, 2025, including the paragraph relating to corporate governance, to confirm and ratify the preparation of the Company’s Dutch statutory annual accounts and annual report of the Board in the English language and to confirm and adopt the Company’s Dutch annual accounts for the fiscal year ended December 31, 2025 was approved. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 105,411,977 364,078 204,789 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"b877cf0202434925c695d983143d1187b3f2254b","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal by the Board seeking approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for the year ended December 31, 2025 at the 2026-06-10 meeting.","evidence_excerpt":"The proposal by the Board seeking approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for the year ended December 31, 2025 was approved. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 100,197,221 1,784,840 7,290 3,991,493","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"},{"claim_id":"ec59a5a9a6527b7ad526c10fa7d21107799312fe","claim":"EXPRO GROUP HOLDINGS N.V. shareholders approved The proposal to appoint Deloitte Accountants B.V. as the Company’s auditor to audit the Dutch statutory annual accounts of the Company for the fiscal year ending December 31, 2026, as required by Dutch law at the 2026-06-10 meeting.","evidence_excerpt":"The proposal to appoint Deloitte Accountants B.V. as the Company’s auditor to audit the Dutch statutory annual accounts of the Company for the fiscal year ending December 31, 2026, as required by Dutch law, was approved. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 105,526,344 64,613 389,887 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1575828/000143774926020660/0001437749-26-020660-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-10"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}