Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2021

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Texas

001-13601

76-0447780

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7007 Pinemont,

Houston, Texas

77040

(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

Trading

Symbol(s)

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 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (“Annual Meeting”) of Geospace Technologies Corporation (the “Company”) was held on February 4, 2021 virtually via live webcast. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as follows:

Proposal 1:

Ms. Tina M. Langtry, Mr. Kenneth Asbury and Ms. Margaret Sidney Ashworth were elected as directors to serve for a three-year term expiring in 2024 or until their successors are duly elected and qualified. The voting details are as follows:


	For		Against		Abstain		Non Vote
Tina M. Langtry		7,861,174		833,537		9,903		3,046,162
Kenneth Asbury		7,915,063		776,665		12,886		3,046,162
Margaret Sidney Ashworth		7,921,830		773,056		9,728		3,046,162

Proposal 2:

Proposal 2 was a proposal to ratify the appointment by the audit committee of the board of directors of RSM US LLP, independent public accountants, as the Company’s auditors for the fiscal year ending September 30, 2021. This proposal was approved and the voting details are as follows:


For	Against	Abstain
11,087,086	655,961	7,729

Proposal 3:

Proposal 3 was a proposal to hold an advisory vote on the compensation of the Company’s named executive officers, as described in the proxy materials. This proposal was approved and the voting details are as follows:


For	Against	Abstain	Non Vote
7,214,600	1,466,594	23,420	3,046,162

Proposal 4:

Proposal 4 was a proposal to vote on the approval of an amendment to the Company’s 2014 Long-Term Incentive Plan. This proposal was approved and the voting details are as follows:


For	Against	Abstain	Non Vote
7,195,901	1,480,180	28,533	3,046,162

SIGNATURES

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.