SCHEDULE: Engine Capital Secures Board Seats at Civeo Corp

Engine Capital and Civeo Corp have entered a Cooperation Agreement, leading to the appointment of two Engine Capital nominees to Civeo's Board of Directors.

Summary

• Engine Capital and its affiliates (collectively, "Engine") entered into a Cooperation Agreement with Civeo Corp on November 25, 2025.
• Pursuant to the agreement, Civeo Corp will appoint Daniel B. Silvers as a Class III director, with his term expiring at the 2026 annual general meeting of shareholders.
• Jeffrey B. Scofield will be appointed as a Class I director, with his term expiring at the 2027 annual general meeting of shareholders.
• Mr. Silvers will join the Compensation Committee and the Environmental, Social, Governance and Nominating Committee of the Board.
• Mr. Scofield will join the Audit Committee and the Finance and Investment Committee of the Board.
• The agreement includes customary standstill restrictions, voting commitments, expense reimbursement, and a mutual non-disparagement provision.
• The standstill provisions will remain in effect until the earlier of 30 days prior to the 2027 Annual Meeting nomination deadline or 120 days prior to the first anniversary of the 2026 Annual Meeting, with a potential extension.
• Civeo Corp agreed that the Board's size shall not exceed nine members without Engine Capital's written consent from the conclusion of the 2026 Annual Meeting until the Termination Date.
• Engine Capital Management, LP and Engine Capital Management GP, LLC each beneficially own 1,338,114 common shares, representing 11.6% of the class.
• Arnaud Ajdler also beneficially owns 1,338,114 common shares, representing 11.6% of the class.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates a resolution of potential shareholder activism, leading to board enhancements and a structured engagement between a significant investor and the company. This typically reduces uncertainty and can be viewed favorably by the market.

Positives

• Engine Capital, a significant shareholder, has secured direct representation on Civeo Corp's Board of Directors, potentially leading to enhanced shareholder oversight and strategic input.
• The appointment of two new directors with specific committee assignments (Compensation, ESG, Audit, Finance & Investment) suggests a focus on key areas of corporate governance and financial oversight.
• The Cooperation Agreement resolves potential shareholder activism, providing a structured framework for engagement between Engine Capital and Civeo's management.

Negatives

• The standstill restrictions limit Engine Capital's ability to pursue further activist actions or increase its stake beyond agreed-upon terms for a specified period.

Future Outlook

The Cooperation Agreement establishes a framework for future collaboration between Engine Capital and Civeo Corp's Board, with new directors expected to contribute to strategic and governance discussions. The standstill provisions ensure a period of stability in the relationship.

Industry Context

This filing represents a common outcome in shareholder activism, where an activist investor, after accumulating a significant stake, negotiates board representation and governance changes with the target company. Such agreements often aim to unlock shareholder value through strategic adjustments and improved oversight, aligning the interests of the activist with the broader shareholder base.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Engine Capital gains direct influence over corporate strategy and governance, potentially benefiting all shareholders through improved oversight and value creation initiatives.
• Board of Directors: The Board gains two new members, bringing fresh perspectives and expertise, while also operating under a temporary size constraint and specific engagement terms with Engine Capital.
• Management: Management will work with a board that includes representatives of a significant activist investor, potentially leading to increased scrutiny and alignment with shareholder interests.

Next Steps

• Daniel B. Silvers and Jeffrey B. Scofield will assume their roles as directors on Civeo Corp's Board.
• Mr. Silvers will join the Compensation Committee and the Environmental, Social, Governance and Nominating Committee.
• Mr. Scofield will join the Audit Committee and the Finance and Investment Committee.
• The Board will operate with a size no greater than nine members without Engine Capital's consent until the Termination Date of the agreement.

Key Dates

Recommendation

The Cooperation Agreement resolves potential shareholder activism, bringing new perspectives to the board and establishing a framework for collaboration. While this is a positive step for corporate governance and reduces uncertainty, the filing lacks specific financial performance data to warrant a stronger buy or sell recommendation. Investors should hold and monitor the impact of the new board members and their strategic contributions.

Keywords

Civeo Corp, Engine Capital, Schedule 13D, Cooperation Agreement, Board of Directors, Activist Investor, Corporate Governance, Shareholder Activism, Director Appointment