GeoSpace Technologies Reports Director Changes and Financials

Ticker: GEOS · Form: 8-K · Filed: 2024-08-08T00:00:00.000Z

Sentiment: neutral

Topics: governance, director-change, financial-reporting

TL;DR

GeoSpace board shakeup: Bohn out, Ramming in. Financials and exec comp details filed.

AI Summary

On August 8, 2024, GeoSpace Technologies Corporation filed an 8-K report detailing several key events. The company announced the departure of director Robert L. Bohn and the election of new director David L. Ramming. Additionally, the report includes information on compensatory arrangements for certain officers and financial statements and exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and financial reporting, with no immediate indication of significant financial distress or operational disruption.

Key Players & Entities

FAQ

Who has been elected to the GeoSpace Technologies Corporation board of directors?

David L. Ramming has been elected to the board of directors.

Who has departed from the GeoSpace Technologies Corporation board?

Robert L. Bohn has departed from the board.

What is the exact name of the company filing this report?

The exact name of the company is GeoSpace Technologies Corporation.

On what date was this 8-K report filed?

This 8-K report was filed on August 8, 2024.

What are the main items covered in this 8-K filing?

This filing covers Results of Operations and Financial Condition, Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers, Other Events, and Financial Statements and Exhibits.

Filing Stats: 908 words · 4 min read · ~3 pages · Grade level 12.5 · Accepted 2024-08-08 17:06:59

Key Financial Figures

Filing Documents

02

Item 2.02 Results of Operations and Financial Condition On August 8, 2024, Geospace Technologies Corporation (the "Company") issued a press release announcing operating results for its third 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 The Company announced in its press release attached hereto as Exhibit 99.1 that at the beginning of fiscal year 2025 on October 1, 2024, the Company's Board of Directors elected Richard (Rich) Kelley, currently serving as Executive Vice President and Chief Operating Officer, to the role of President and Chief Executive Officer. Walter (Rick) Wheeler will remain with the Company as Principal Executive Officer and Senior Strategic Advisor to the CEO through and until his retirement on December 31, 2024. Mr. Wheeler will remain on the Company's Board of Directors through his Class I Director term, which expires at the annual meeting of stockholders in 2026. Rich Kelley, age 56, became the Company's Executive Vice President and Chief Operating Officer in 2024. Before joining Geospace, he spent 17 years at Sercel, Inc. where he served in various leadership roles including President as well as Vice President of Operations. Prior to that, he was a Vice President at both KMT Waterjet Systems and Uson. He also was Director of Manufacturing at Varco. Rich has an extensive background in operational management within manufacturing organizations.

01

Item 8.01 Other Events On August 8, 2024, the Company's Board of Directors approved an extension to its May 2024 stock repurchase program, increasing the amount of shares allowed to be purchased from $5 million to $7 million. 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 is being 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 August 8, 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: August 8, 2024 By: /s/ Robert L. Curda Robert L. Curda Vice President, Chief Financial Officer & Secretary

View on Read The Filing