Geospace Sets Feb. 5 Virtual Shareholder Meeting; Board Backs All Proposals

TL;DR

**GEOS is holding a virtual shareholder meeting on February 5, 2026, and the board is pushing for all its nominees and proposals, so expect a smooth, rubber-stamp affair.**

AI Summary

Geospace Technologies Corporation (GEOS) is holding its 2026 Annual Meeting of Stockholders virtually on February 5, 2026, at 10:30 a.m. central time. Stockholders of record as of December 11, 2025, will be eligible to vote on three key proposals. The Board of Directors recommends voting FOR the election of three Class I directors, including Thomas L. Davis, Ph.D., Richard F. Miles, and Walter R. Wheeler, whose terms expire at the 2029 Annual Meeting. The Board also recommends voting FOR the ratification of RSM US LLP as the independent public accountants for the fiscal year ending September 30, 2026. Additionally, stockholders are advised to vote FOR the non-binding, advisory resolution regarding the compensation of the company's named executive officers. The company had 12,887,198 shares of Common Stock outstanding on the record date, with each share entitling the holder to one vote. The proxy materials, including the 2025 Annual Report, were made available electronically on December 26, 2025.

Why It Matters

This DEF 14A filing outlines the governance structure and key decisions for Geospace Technologies, directly impacting investor confidence and executive accountability. The election of Class I directors, including independent members Dr. Davis and Mr. Miles, is crucial for board oversight and strategic direction in the competitive energy and manufacturing sectors. Ratifying RSM US LLP as auditors ensures financial transparency, a critical factor for investors evaluating GEOS against rivals like Sercel, Inc., where CEO Richard J. Kelley previously held leadership roles. The advisory vote on executive compensation provides a direct channel for stockholders to influence management incentives, potentially affecting long-term company performance and employee morale.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals, including director elections, auditor ratification, and executive compensation advisory votes. There are no indications of contentious proxy battles, significant operational changes, or financial distress. The Board's unanimous recommendations for all proposals, including the election of three Class I directors and the ratification of RSM US LLP, suggest a stable governance environment.

Analyst Insight

Investors should review the backgrounds of the nominated Class I directors, Thomas L. Davis, Ph.D., Richard F. Miles, and Walter R. Wheeler, to ensure alignment with their investment thesis. Given the routine nature of the proposals, a 'FOR' vote on all board recommendations is likely, but shareholders should still cast their vote to ensure their voice is heard on executive compensation and auditor selection.

Key Numbers

• February 5, 2026 — Annual Meeting Date (Date of the 2026 Annual Meeting of Stockholders)
• December 11, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 12,887,198 — Shares Outstanding (Number of Common Stock shares outstanding on the Record Date)
• 3 — Class I Directors (Number of directors to be elected to Class I)
• 2029 — Term Expiration Year (Year Class I directors' terms expire)
• 10:30 a.m. — Meeting Time (Central time for the virtual Annual Meeting)
• December 26, 2025 — Proxy Materials Distribution Date (Date proxy materials were first distributed to stockholders)
• 5:00 p.m. — Legal Proxy Registration Deadline (Eastern Time deadline on February 2, 2026, for legal proxy registration)
• 1 — Votes per Share (Each share of Common Stock entitles the holder to one vote)
• 50% — Majority Vote Threshold (Required percentage of votes 'for' a nominee's election in an Uncontested Election)

Key Players & Entities

• Geospace Technologies Corporation (company) — Registrant
• Richard J. Kelley (person) — President and Chief Executive Officer
• RSM US LLP (company) — Independent Public Accountants
• Robert L. Curda (person) — Executive Vice President, Chief Financial Officer & Secretary
• Thomas L. Davis, Ph.D. (person) — Class I Director Nominee
• Richard F. Miles (person) — Class I Director Nominee
• Walter R. Wheeler (person) — Class I Director Nominee
• Margaret S. Ashworth (person) — Class II Director, Chairman of Nominating and Corporate Governance Committee
• Edgar R. Giesinger, Jr. (person) — Class III Director, Chairman of Audit Committee
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Geospace Technologies Corporation operates in the oil and gas exploration and production services sector, providing seismic data acquisition equipment and services. The industry is cyclical, heavily influenced by global energy prices and exploration budgets. Companies in this space face competition from both large, diversified service providers and smaller, specialized firms.

Regulatory Implications

As a publicly traded company, Geospace Technologies is subject to SEC regulations, including those governing proxy solicitations and annual meetings. Compliance with these rules ensures transparency and fair shareholder practices. The company's use of 'Notice and Access' for proxy materials is a regulatory-approved method to streamline communication and reduce costs.

What Investors Should Do

1. Vote FOR the election of the three Class I directors (Thomas L. Davis, Ph.D., Richard F. Miles, and Walter R. Wheeler) to ensure continuity on the Board.
2. Vote FOR the ratification of RSM US LLP as the independent public accountants to maintain auditor independence and financial reporting integrity.
3. Vote FOR the non-binding, advisory resolution on executive compensation to express shareholder sentiment on the company's compensation practices.
4. Ensure your vote is cast by the Annual Meeting date (February 5, 2026) by submitting your proxy via internet, telephone, or mail, or by voting virtually during the meeting.
5. If holding shares through a broker, obtain a legal proxy and register by the February 2, 2026 deadline to vote virtually at the meeting.

Key Dates

• 2026-02-05: 2026 Annual Meeting of Stockholders — Key date for voting on director elections, auditor ratification, and executive compensation advisory resolution. Stockholders of record as of December 11, 2025, are eligible to vote.
• 2025-12-11: Record Date — Determines which stockholders are eligible to vote at the 2026 Annual Meeting. 12,887,198 shares of Common Stock were outstanding on this date.
• 2025-12-26: Proxy Materials Distribution Date — Date when the proxy statement, notice of meeting, and 2025 Annual Report were made available electronically to stockholders.
• 2026-02-02: Legal Proxy Registration Deadline — Deadline for stockholders holding shares through a broker or bank to register to vote virtually at the Annual Meeting by submitting proof of a legal proxy.

Glossary

DEF 14A

A Schedule 14A filing, also known as a Definitive Proxy Statement, is a document filed with the SEC by a company that is soliciting shareholder proxies. It contains detailed information about matters to be voted on at a shareholder meeting. (This document is the primary source of information for the 2026 Annual Meeting of Stockholders, outlining the proposals and recommendations from the Board of Directors.)

Class I directors

In a classified board structure, directors are divided into classes, typically three, with each class elected for a staggered three-year term. Class I directors' terms expire at the 2029 Annual Meeting. (Three Class I directors are up for election at the 2026 Annual Meeting, and their terms will extend until 2029 if elected.)

Ratification of Appointment

The process by which shareholders approve or confirm a decision made by the board of directors or a committee thereof, such as the appointment of independent auditors. (Shareholders are asked to ratify the Audit Committee's appointment of RSM US LLP as the independent public accountants for the fiscal year ending September 30, 2026.)

Non-binding, advisory resolution

A shareholder vote on a proposal that is not legally binding on the company. It allows shareholders to express their opinion on a particular matter, such as executive compensation. (Shareholders will vote on an advisory basis regarding the compensation of the company's named executive officers.)

Notice and Access

An SEC rule that allows companies to provide proxy materials to shareholders electronically via the internet, rather than mailing physical copies, to reduce costs and environmental impact. (Geospace Technologies is using the Notice and Access method for disseminating its 2026 Annual Meeting materials.)

Common Stock

A class of stock that represents ownership in a corporation and typically carries voting rights. Holders of common stock are entitled to dividends and a residual claim on assets in the event of liquidation. (The voting power at the Annual Meeting is based on the 12,887,198 shares of Common Stock outstanding as of the record date, with each share having one vote.)

Proxy

A document or electronic submission authorizing another person to act as one's agent or proxy in voting shares at a shareholder meeting. It can be submitted via internet, telephone, or mail. (Stockholders are urged to submit their proxy to ensure their vote is counted, whether or not they attend the virtual meeting.)

Legal Proxy

A document obtained from a broker or bank that authorizes an individual to vote shares held in 'street name' at a shareholder meeting. This is required for beneficial owners to vote virtually. (Shareholders holding shares through an intermediary must obtain a legal proxy to register and vote virtually at the Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2026 Annual Meeting, detailing proposals for director elections, auditor ratification, and executive compensation. It does not contain comparative financial performance data against the previous year's filing, which would typically be found in an annual report (10-K) or a previous proxy statement (DEF 14A) covering a prior fiscal period.

Filing Documents

• geos20251212_def14a.htm (DEF 14A) — 422KB
• a01.jpg (GRAPHIC) — 37KB
• a02.jpg (GRAPHIC) — 37KB
• newlogo.jpg (GRAPHIC) — 6KB
• 0001437749-25-038638.txt ( ) — 1120KB
• geos-20250930.xsd (EX-101.SCH) — 4KB
• geos-20250930_def.xml (EX-101.DEF) — 2KB
• geos-20250930_lab.xml (EX-101.LAB) — 2KB
• geos-20250930_pre.xml (EX-101.PRE) — 1KB
• geos20251212_def14a_htm.xml (XML) — 91KB

From the Filing

geos20251212_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 26, 2025 Dear Fellow Stockholder: I am pleased to invite you to attend Geospace Technologies Corporation's 2026 Annual Meeting of Stockholders. We will hold the Annual Meeting at 10:30 a.m. central time on February 5, 2026, virtually via live webcast at meetnow.global/M5VLWUJ. 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 2025 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 I 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, 2026, 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 26, 2025 Notice of Annual Meeting of Stockholders to Be Held February 5, 2026 The Annual Meeting of the Stockholders of Geospace Technologies Corporation will be held at 10:30 a.m. central time on February 5, 2026. The Annual Meeting will be held virtually via live webcast at meetnow.global/ M5VLWUJ. The Annual Meeting will be held for the following purposes: 1. to elect three directors to hold office as Class I directors until the 2029 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, 2026; 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 Internet Availability") containing instructions on how t