8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (date of earliest event report):  June 24, 2008
GEOKINETICS INC.
(Exact name of registrant as specified in its charter)
 Delaware  (State or other jurisdiction of  incorporation or organization) 
        001-33460  (Commission File Number) 
        94-1690082  (I.R.S. Employer  Identification Number) 
      
      
1500 CityWest Blvd., Suite 800
Houston, Texas 77042
 (Address of principal executive offices)
(713) 850-7600
(Registrant’s telephone number, including area code)
N/A
(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 theregistrant under any of the following provisions:
 oWritten communications pursuant to Rule 425 under the Se
curities Act (17 CFR 230.425)
 oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K June 24, 2008
      
      

ITEM 8.01Other Events
On June 24, 2008, Geokinetics Inc., a Delaware corporation, (“Geokinetics” or the “Company”) held its 2008 Annual Meeting of Stockholders.  The total outstanding voting securities eligible to vote were 12,850,628 shares, which consisted of 10,325,848 shares of Common Stock, $0.01 par
 value, and 2,524,780 shares of Common Stock upon the conversion of 252,478 shares of Series B Senior Convertible Preferred Shares, $10.00 par value, voting together as a single class.  The stockholders were asked to take the following actions:
 1. 
        Elect seven directors to Geokinetics’ seven-member Board of Directors, each to hold office for a term of one year; and 
      
      
 2. 
        Approve the appointment of UHY LLP as Geokinetics’ independent public accountants. 
      
      
PROPOSAL 1 – ELECTION OF DIRECTORS
The following incumbent directors stood for re-election:
Name
      
Position
      
Director Since
      
      
William R. Ziegler
      
Chairman (non-executive) (since February 2, 1999 and Director)
      
1997
      
      
Richard F. Miles
      
President, Chief Executive Officer and Director
      
2007
      
      
Christopher M. Harte
      
Director
      
1997
      
      
Steven A. Webster
      
Director
      
1997
      
      
Gary M. Pittman
      
Director
      
2006
      
      
Robert L. Cabes, Jr.
      
Director
      
2006
      
      
Christopher D. Strong
      
Director
      
2007
      
      
      
      
The results of the vote were as follows:
Name
      
For
      
Against
      
Abstain
      
      
William R. Ziegler
      
8,283,855
      
1,310,479
      
2,090
      
      
Richard F. Miles
      
9,478,951
      
113,919
      
3,554
      
      
Christopher M. Harte
      
8,410,857
      
1,182,012
      
3,555
      
      
Steven A. Webster
      
9,329,127
      
263,743
      
3,554
      
      
Gary M. Pittman
      
9,338,419
      
254,451
      
3,554
      
      
Robert L. Cabes, Jr.
      
9,380,941
      
211,929
      
3,554
      
      
Christopher D. Strong
      
9,479,811
      
113,059
      
3,554
      
      
      
      
PROPOSAL 2 – APPROVAL OF THE APPOINTMENT OF GEOKINETICS’ INDEPENDENT PUBLIC ACCOUNTANTS
Subject to stockholder approval, the Board appointed the firm of UHY LLP, independent certified public accountants, to examine Geokinetics’ consolidated financial statements for the fiscal year ending December 31, 2008.
The results of the vote were as follows:
For
      
Against
      
Abstain
      
      
9,592,870
      
0
      
3,554
      
      
      
      
ITEM 9.01                                Financial Statements and Exhibits.
(d)           Exhibits
 99.1   
        Management Presentation given at Annual Meeting of Stockholders on June 24, 2008. 
      
      

Form 8-K June 24, 2008
      
      

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 thereunto duly authorized.
GEOK
INETICS INC.
Date:   June 24, 2008
      
By:
      
/s/ Scott A. McCurdy
      
      
Scott A. McCurdy, Vice President
and Chief Financial Officer
      
      
      
      

EX-99.1

Annual Shareholder
Meeting
June 24, 2008

Strong Experience - Focused Growth - Managing Risk

Forward-Looking Statements

ШThis presentation contains forward-looking statements.

ШForward-looking statements are based on management
 assumptions and analyses.

ШActual experience may differ and such differences may
 be material.

ШBacklog consists of written orders and estimates for our
 services which we believe to be firm. In many instances
contracts are cancelable by customers so we may never
 realize some or all of our backlog, which may lead to
 lower than expected financial performance.

ШForward-looking statements are subject to uncertainties
 and risks which are disclosed in Geokinetics’ Annual
 Report on Form 10-K.

Exploit

Seismic Data Acquisition and Processing

Needed at All Stages of the E&P Cycle

“With 3-D seismic, we can understand the detailed geology much
better than before. And that translates to opportunities to drill new
wells to bolster production in mature fields.”
- ExxonMobil, The Lamp (2007 - Number 4)

Ш Increase drilling success rates

Ш Reduce finding and development costs

E&P Project Cycle

Company	Data Acquisition				M-C Data Library	Data Proc & Interp	Eqpmt.	Seismic Crews
	Marine Streamer	Land	TZ	OBC				Intl	US
Geokinetics									
Dawson									
Tidelands									
PGS									
BGP								
CGGVeritas (Sercel)									
WesternGeco (Schlumberger)									
Mitcham							
ION Geophysical							
Bolt Technologies							
OYO Geospace							

Geophysical Market

Strong Customer Relationships
(Partial Customer List)

Continue to

Leverage

Competitive Advantage

Grow Customer Base
& Expand into New
Markets

Strengthen
Complementary
Service Offerings

ШLeverage competitive advantage and expertise in
difficult land environments and offshore shallow water
zones to maximize profitability.

ШBetter assist customers with full range of seismic
services, from acquisition and processing to
interpretation and management.

ШPresence in 18 of 194 countries worldwide. Further
expand geographic presence and services offered.

Pursue Strategic
Acquisitions / Alliances
As Appropriate

ШContinue to monitor opportunities for prudent
expansion.

Capture New Market
Opportunities

ШLeverage operational expertise to pursue
opportunities in complementary markets such as OBC

Growth Strategy

Strong Experience - Focused Growth - Managing Risk

Operational Experience & Focus

Global Operations Map

Processing & Interpretation
Strategy

ШReorganization complete - benefits being realized

ШComplement acquisition, both in onshore and in
 offshore shallow water environments

ШEnhance multi-component processing capabilities

ШEnhance 4D processing techniques

ШImprove profitability through direct awards

–Recent success with new clients

North American Operations -
Canada

ШOperated five land crews during Canadian winter (1Q ‘08)

ШThree ION Vectorseis crews, two Sercel 428/408 crews

ШLeader in proprietary multi-component data acquisition

ШSercel equipment to move internationally for Summer

North American Operations -
United States

ШOperate up to 8 land crews all year

ШION RSR, Sercel 428 / 408 and Aram Aries

ШExperience throughout U.S.

ШCompetitive advantage in TX & LA swamp/marsh regions

ШProcessing center in Houston, Texas

International Operations -
Latin America

ШOperate up to 6 land crews all year

ШSercel 428 / 408 and Aram Aries

ШNear-term operations in Bolivia, Brazil, Colombia and
 Suriname

ШMarket leader in Colombia with 19 years
 continuous presence

Ш40 years experience in Brazil with continuous presence
 since 2000

International Operations -
Eastern Hemisphere

ШOperate up to 3 land crews, 3 transition zone crews and
 1 OBC crew

ШSercel SeaRay, Aram Aries, Sercel 408

ШNear-term operations in Angola, Australia, New Zealand,
 Bangladesh, Egypt, Tanzania and Mozambique

ШMarket leader in transition zone

ШSole provider of Sercel SeaRay

ШProcessing center in London (Woking), England

Strong Experience - Focused Growth - Managing Risk

Financial Strength

Investing for Growth

ШInvested $95 million in 2007:

–New state-of-the-art equipment
(67% received in second half of year)

–Expanded recording capacity

–Entered OBC market

–Upgraded US crews

Ш2008 capital expenditure budget of $65
 million*, $40 million invested through May ‘08

Ш118,000 channels at 3/31/08 vs. 94,000
  channels at 3/31/07, a 20% increase

ШMaintenance CAPEX averages 3% to 4%
 of revenues

ШCapital investment decisions are based
  on an average expected payback of
  less than three years EBITDA

*Subject to amendment to loan covenants

Sercel SeaRay

Near-Term Growth

Ш Quarterly record
seismic data
acquisition and data
processing backlog
of $417 million as of
March 31, 2008

ШSubstantial amount of
2008 covered by
current backlog,
remainder to be
completed in 2009 and
2010

311

283

321

381*

*Includes a $59 million job in Argentina which has been removed from current
backlog due to continued delays and uncertainty.

411*

Backlog Trend

Pro Forma By Quarter

ШSeasonality is prevalent in operations

–Results from a variety of factors including Canadian working season in 1Q and thaw in 2Q,
and the budgeting cycle of international companies

Ш2Q07 impacted primarily by severe weather in the U.S. and a job being declared force majeure

ШQuarterly volatility reflects varying crew profitability due to fluctuations in size, job, location,
 utilization of crews and the timing of crew moves

Quarterly Pro Forma Revenue

Quarterly Pro Forma Adjusted EBITDA

($ in millions)

($ in millions)

Note: Adjusted EBITDA reflects $727k of Grant’s Abandoned IPO expenses and $12.9 million of expenses related to the Grant Acquisition consisting primarily of investment advisor and professional
fees, payout under phantom stock plan and completion bonuses which are added back in 3Q06 as well as $3.2 million of one-time severance costs in 3Q07.

Why Own GOK?

ШRecord backlog provides visible growth through 2008
 and into 2009

ШLeader in high-value transition zone/OBC niche

ШImproving data acquisition operating margins

ШIntegration of acquired companies substantially complete

ШRecent investments of $121 MM in new revenue-generating
 equipment and upgrades

ШSolid domestic operations with strong
 international upside

ШFirst-mover advantage in large markets with
 long-term visibility (Australia and Angola)

Annual Shareholder
Meeting
June 24, 2008

Strong Experience - Focused Growth - Managing Risk