GEOSPACE TECHNOLOGIES CORP false 0001001115 0001001115 2020-11-09 2020-11-09












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2020




(Exact name of Registrant as Specified in Its Charter)




Texas   001-13601   76-0447780

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


7007 Pinemont,

Houston, Texas

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 986-4444

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))

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


Title of each class





Name of each exchange

on which registered

Common Stock   GEOS   The NASDAQ Global Select Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 9, 2020, the board of directors (the “Board”) of Geospace Technologies Corporation (the “Company”) appointed Kenneth Asbury and Margaret Sidney Ashworth as Class II directors of the Company, with effect from December 1, 2020 for an initial term expiring at the Company’s annual meeting in 2021, concurrently with the terms of the other Class II Directors.

Both Mr. Asbury and Ms. Ashworth will receive the same compensation as other non-employee Company directors, as described in the section titled “Compensation of Directors” of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on January 6, 2020, subject to a 10% reduction in non-employee director compensation, approved by the Board with effect from October 1, 2020.

Neither Mr. Asbury nor Ms. Ashworth are party to any transactions that would be reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between either Mr. Asbury or Ms. Ashworth and any other person or entity pursuant to which either Mr. Asbury or Ms. Ashworth were appointed as directors of the Company.

The Board has not yet determined the committee(s) of the Board, if any, to which either Mr. Asbury or Ms. Ashworth will be named.

On November 10, 2020, the Company issued a press release announcing the appointment of Mr. Asbury and Ms. Ashworth to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits:




Exhibit 99.1    Press Release dated November 10, 2020
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.




Date: November 11, 2020      

/s/ Robert L. Curda

      Robert L. Curda
      Vice President, Chief Financial Officer & Secretary
Geospace Technologies (NASDAQ:GEOS)
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