GEOSPACE TECHNOLOGIES CORP Files 8-K: Operations, Personnel Changes

TL;DR

GEOSPACE TECHNOLOGIES CORP dropped an 8-K with financial results and major exec/board shakeups.

AI Summary

On May 9, 2024, GEOSPACE TECHNOLOGIES CORP filed an 8-K report detailing results of operations and financial condition. The filing also announced the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Additionally, it covered other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on GEOSPACE TECHNOLOGIES CORP's financial performance and significant changes in its leadership and board structure.

Risk Assessment

Risk Level: medium — The filing involves significant corporate actions including financial results and changes in directors and officers, which can introduce uncertainty.

Key Players & Entities

• GEOSPACE TECHNOLOGIES CORP (company) — Registrant
• May 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $335,000 — eceive an initial annual base salary of $335,000 which shall increase $33,500 upon achie
• $33,500 — salary of $335,000 which shall increase $33,500 upon achieving six months tenure as COO
• $5 million — which the Company may repurchase up to $5 million of its outstanding stock. Under the rep

Filing Documents

• geos20240509_8k.htm (8-K) — 30KB
• ex_670876.htm (EX-99.1) — 330KB
• a01.jpg (GRAPHIC) — 15KB
• logo.jpg (GRAPHIC) — 8KB
• 0001437749-24-015735.txt ( ) — 544KB
• geos-20240509.xsd (EX-101.SCH) — 3KB
• geos-20240509_def.xml (EX-101.DEF) — 11KB
• geos-20240509_lab.xml (EX-101.LAB) — 15KB
• geos-20240509_pre.xml (EX-101.PRE) — 11KB
• geos20240509_8k_htm.xml (XML) — 3KB

02

Item 2.02 Results of Operations and Financial Condition On May 9, 2024, Geospace Technologies Corporation (the "Company") issued a press release announcing operating results for its second quarter fiscal year 2024. The press release is attached hereto as Exhibit 99.1. The foregoing description is qualified by reference in its entirety to such exhibit. In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (c) On April 29, 2024, the Company appointed Richard Kelley as its Executive Vice President and Chief Operating Officer ("COO"). Mr. Kelley is 55 years old and has 17 years of experience in the oil and gas seismic industry, serving as the Vice President of Operations and then President of Sercel, Inc. He brings an extensive background and international experience in quality and operational management within various manufacturing organizations. Before joining Sercel, his diverse experience as Vice President for KMT Aqua-Dyne, Inc., a Swedish-based industrial manufacturer, and Uson, a global leader in leak detection instrumentation, is highly aligned with the Company's strategy for the Adjacent Markets business segment. Earlier in his career, Mr. Kelley was Director of Manufacturing for Varco (now part of NOV), a manufacturer of pressure-control equipment used in the oilfield industry. Prior to his corporate career, Mr. Kelley served in the U.S. Navy and holds an MBA from the University of Houston and a Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin. Mr. Kelley will receive an initial annual base salary of $335,000 which shall increase $33,500 upon achieving six months tenure as COO. Mr. Kelley was also granted 20,000 restricted stock units under the Company's 2014 Long-Term Incentive Plan. The units vest in equal annual installments over a four-year period with the first vesting on the anniversary date of employment.

01 Other Events

Item 8.01 Other Events On May 9, 2024, the Board of Directors of the Company authorized a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding stock. Under the repurchase program, the Company may purchase shares of common stock on a discretionary basis from time to time through open market transactions through block trades, in privately negotiated transactions and pursuant to any trading plan that may be adopted by the Company's management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or otherwise. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program has no time limit, does not obligate the Company to acquire a specified number of shares and may be modified, suspended or discontinued at any time at the Company's discretion. The repurchase plan will be funded using existing cash or future cash flow.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits: Exhibit Description Exhibit 99.1 Press Release dated May 9, 2024 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. GEOSPACE TECHNOLOGIES CORPORATION Date: May 9, 2024 By: /s/ Robert L. Curda Robert L. Curda Vice President, Chief Financial Officer & Secretary