Geospace Technologies Files Proxy Statement

TL;DR

GEOS proxy filed. Vote on directors & auditors. Your say matters.

AI Summary

Geospace Technologies Corp. filed its definitive proxy statement on December 27, 2024, for its annual meeting of stockholders. The filing outlines the proposals to be voted on, including the election of directors and the ratification of the appointment of its independent registered public accounting firm. The company is seeking shareholder approval for these matters to ensure continued corporate governance and financial oversight.

Why It Matters

This filing is crucial for shareholders as it details the company's governance, executive compensation, and voting matters, directly impacting their investment.

Risk Assessment

Risk Level: low — This is a routine proxy filing detailing standard corporate governance matters.

Key Players & Entities

• GEOSPACE TECHNOLOGIES CORP (company) — Registrant
• 7007 PINEMONT DR. (address) — Business and Mailing Address
• HOUSTON (location) — City
• TX (location) — State
• 77040 (zip_code) — Zip Code
• 7139864444 (phone_number) — Business Phone
• OYO GEOSPACE CORP (company) — Former Company Name
• 19950919 (date) — Date of Name Change
• December 27, 2024 (date) — Filing Date

FAQ

Filing Documents

• geos20241217_def14a.htm (DEF 14A) — 467KB
• graph01.jpg (GRAPHIC) — 96KB
• lrglogo.jpg (GRAPHIC) — 11KB
• 0001437749-24-038442.txt ( ) — 616KB

From the Filing

DEF 14A 1 geos20241217_def14a.htm FORM DEF 14A geos20241217_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Geospace Technologies Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25 per Exchange Act Rules 14a-6(i)(1) and 0-11. December 27, 2024 Dear Fellow Stockholder: I am pleased to invite you to attend Geospace Technologies Corporation's 2025 Annual Meeting of Stockholders. We will hold the Annual Meeting at 10:30 a.m. central time on February 6, 2025, virtually via live webcast at meetnow.global/MVUUNKC. Following this letter you will find the formal Notice of Meeting and a proxy statement which describes the action to be taken at the Annual Meeting. We have also enclosed a copy of our 2024 Annual Report. We encourage you to read these materials. Information on how to participate in this year's virtual meeting can be found in the proxy statement. Your vote is important. Please promptly vote your shares by submitting your proxy by internet or by telephone or by completing, signing, dating and returning your proxy card or voting instruction form , whether or not you plan to attend the Annual Meeting. If you attend the Annual Meeting you may vote virtually even if you have previously submitted a signed and dated proxy. Instructions for telephonic or electronic voting can be found at www.edocumentview.com/geos. A list of stockholders of record will be available during the Annual Meeting for inspection by stockholders for any legally valid purpose related to the Annual Meeting. Stockholders interested in inspecting the list of stockholders during the Annual Meeting should contact our investor relations department at investorquestions@geospace.com for additional information. In addition to solicitation by use of the mails, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile. The cost of any solicitation of proxies will be borne by us. The Board of Directors recommends that you vote (i) FOR the election of the Company nominated Class III directors, (ii) FOR the ratification of the appointment by the audit committee of the Board of Directors of RSM US LLP, independent public accountants, as our auditors for the fiscal year ending September 30, 2025, and (iii) FOR the approval of the non-binding, advisory resolution regarding the compensation of Geospace Technologies Corporation's named executive officers. Thank you for your cooperation. The Board of Directors and I look forward to seeing you at the Annual Meeting. Very truly yours, Richard J. Kelley President and Chief Executive Officer Geospace Technologies Corporation 7007 Pinemont Drive Houston, Texas 77040-6601 December 27, 2024 Notice of Annual Meeting of Stockholders to Be Held February 6, 2025 The Annual Meeting of the Stockholders of Geospace Technologies Corporation will be held at 10:30 a.m. central time on February 6, 2025. The Annual Meeting will be held virtually via live webcast at meetnow.global/MVUUNKC. The Annual Meeting will be held for the following purposes: 1. to elect two directors to hold office as Class III directors until the 2028 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified; 2. 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, 2025; 3. to vote on a non-binding, advisory resolution regarding the compensation of Geospace Technologies Corporation's named executive officers; and 4. to transact such other business as may properly come before the Annual Meeting or any adjournment thereof. In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the SEC. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials (the "Notice of Interne