0001193125-17-165258.txt : 20170510 0001193125-17-165258.hdr.sgml : 20170510 20170510100056 ACCESSION NUMBER: 0001193125-17-165258 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170209 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170510 DATE AS OF CHANGE: 20170510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEOSPACE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001001115 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 760447780 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13601 FILM NUMBER: 17828815 BUSINESS ADDRESS: STREET 1: 7007 PINEMONT DR. CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139864444 MAIL ADDRESS: STREET 1: 7007 PINEMONT DR. CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: OYO GEOSPACE CORP DATE OF NAME CHANGE: 19950919 8-K/A 1 d396690d8ka.htm 8-K/A 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K/A

 

 

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 9, 2017

 

 

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-13601

 

Texas   76-0447780

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

7007 Pinemont Drive, Houston, TX 77040

(Address of principal executive offices, including zip code)

(713) 986-4444

(Registrant’s telephone number, including area code)

(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:

 

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

 

 

 

EXPLANATORY NOTE

This current report on Form 8-K/A (the “Amendment”) amends the current report on Form 8-K dated February 10, 2017 filed by Geospace Technologies Corporation (the “Company”) with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2017 Annual Meeting of Stockholders held on February 9, 2017 (the “2017 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“Say On Pay”). No other changes have been made to the Original Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future Say On Pay votes held at the 2017 Annual Meeting, 8,675,355 shares voted for one year, 11,040 shares voted for two years, 940,804 shares voted for three years, 7,161 shares abstained, 1,690,574 were non-votes and 5,250 votes were uncast. The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2017 Annual Meeting, that the Company will hold future Say On Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say On Pay votes. The next advisory vote regarding the frequency of Say On Pay votes is required to occur no later than the Company’s 2023 Annual Meeting of Stockholders.

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 10, 2017      
    By:  

/s/ Thomas T. McEntire

      Thomas T. McEntire
      Vice President and Chief Financial Officer