PROXY STATEMENT
January 4, 2021
The Board
of Directors (the Board) of Geospace Technologies Corporation (the Company) is soliciting proxies from its stockholders for the Annual Meeting of stockholders to be held at 10:30 a.m. on February 4, 2021, and for any
adjournment thereof. We are hosting this Annual Meeting virtually as part of our effort to maintain a safe and healthy environment for our directors, members of management, employees and stockholders who wish to attend the Annual Meeting, and in
light of the COVID-19 pandemic, our Board believes that hosting a virtual Annual Meeting is in our best interest and the best interests of our stockholders.
This Annual Meeting will be a virtual-only meeting via live webcast. You will not be able to attend the Annual Meeting in person. You will be
able to attend the virtual Annual Meeting by accessing at www.meetingcenter.io/216675733, password: GEOS2021 (case sensitive) and following the instructions set forth below. You are entitled to vote at the Annual Meeting if you were a
holder of record of the Companys common stock (the Common Stock) at the close of business on December 15, 2020 (the record date). On January 4, 2021, stockholders entitled to vote at the Annual Meeting will be
able to access an electronic version of a proxy card, this proxy statement and the Companys 2020 Annual Report at www.edocumentview.com/geos. The Company first distributed copies of these proxy materials to stockholders on or about
January 4, 2021.
You may request a printed copy of these proxy materials by sending a written request to Geospace Technologies
Corporation, 7007 Pinemont Drive, Houston, Texas 77040-6601, Attention: Secretary. Copies will be mailed to the requesting stockholder free of charge within three business days of the receipt of the request.
On December 15, 2020, there were 13,610,334 shares of the Companys Common Stock outstanding. Each share of Common Stock entitles
the holder to one vote on each matter considered at the Annual Meeting.
Your proxy card will appoint Thomas L. Davis, Ph.D. and Richard
F. Miles as proxy holders, or your representatives, to vote your shares as you indicate. If you sign, date and return your proxy card without specifying voting instructions, the proxy holders will vote your shares (i) FOR the election of
the Company nominated Class II director nominees named in this proxy statement, (ii) FOR the ratification of the appointment by the audit committee of the Board of RSM US LLP, independent public accountants, as the Companys
auditors for the fiscal year ending September 30, 2021, (iii) FOR the approval of the non-binding, advisory resolution regarding the compensation of the Companys named executive officers, and
(iv) FOR the approval of amendment to the Companys 2014 Long-Term Incentive Plan.
Signing, dating and returning your
proxy card does not preclude you from attending the virtual Annual Meeting and voting in person. If you submit more than one proxy, the latest-date proxy will automatically revoke your previous proxy. You may revoke your proxy at any time
before it is voted by sending written notice, to be delivered before the Annual Meeting, to: Computershare Investor Services, 350 Indiana Street, Suite 800, Golden, Colorado 80401.
Shares Registered in Your Name. If you were a stockholder of record at the close of business on the record date, you do not need to do
anything in advance to attend and/or vote your shares electronically at the virtual Annual Meeting. You will be able to attend and participate in the Annual Meeting online and submit your questions during the Annual Meeting by visiting
www.meetingcenter.io/216675733, click on I have a login, enter the control number found on your proxy card you previously received, and enter the password GEOS2021 (case sensitive). Then, follow the instructions on the
screen. We encourage you to access the Annual Meeting prior to the start time leaving ample time for the check in. Whether or not you attend the Annual Meeting, we urge you to mail in your proxy.
Shares Registered in the Name of a Broker, Bank or Other Nominee. If you hold your shares through an intermediary, such as a bank or
broker, to vote electronically at the virtual Annual Meeting, you must first obtain