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 EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): February 1, 2016

ION Geophysical Corporation(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation)	1-12691  (Commission file number)	22-2286646  (I.R.S. Employer Identification No.)
2105 City West Blvd, Suite 400 Houston, Texas 77042-2839  (Address of principal executive offices, including Zip Code)
(281) 933-3339  (Registrant’s telephone number, including area code)

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))

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Item 5.07.    Submission of Matters to a Vote of Security Holders.

On February 1, 2016, ION Geophysical Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in Houston, Texas. At the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. Of the votes received,

• approximately 98% of the shares of the Company’s common stock voted to approve an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the common stock, and if and when such reverse stock split is effected, reduce the number of authorized shares of the common stock by the approved reverse split ratio;

• approximately 97% of the shares of the Company’s common stock voted to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 200 million to 400 million; and

• approximately 87% of the shares of the Company’s common stock voted to approve certain amendments to the Company’s 2013 Long-Term Incentive Plan to, if and when the reverse stock split is effected, increase (1) the total number of shares of the Company’s common stock available for issuance under the 2013 Long-Term Incentive Plan and (2) the maximum number of such shares that may be granted in the form of full-value awards.

The final voting results are as follows:

	For	Against	Abstain	Broker Non-Votes
Adopt an amendment to the Company’s Restated Certificate of Incorporation to (i) effect a reverse stock split of the Company’s common stock at a ratio selected by the Company’s Board of Directors (or any authorized committee of the Board of Directors) from within a range of between 1-for-5 and 1-for-15, inclusive, and, (ii) if and when the reverse stock split is effected, proportionately reduce the number of authorized shares of the Company’s common stock by the selected reverse split ratio.	138,979,426	1,893,526	250,322	413,745
Adopt an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 200 million to 400 million.	136,804,948	4,502,348	229,723	—
Approve, subject to stockholder approval and implementation of the reverse stock split, certain amendments to the Company’s 2013 Long-Term Incentive Plan to, if and when the reverse stock split is effected, increase (i) the total number of shares of the Company’s common stock available for issuance under the 2013 Long-Term Incentive Plan and (ii) the maximum number of such shares that may be granted in the form of full-value awards.	100,490,787	14,764,437	180,659	26,101,136

Item 7.01 Regulation FD Disclosure.

On February 4, 2016, the Company issued a press release announcing the reverse stock split, authorized share increase and amendments to the Company’s 2013 Long-Term Incentive Plan. A copy of the press release is attached hereto as Exhibit 99.1.

The above information (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a)    Financial statements of businesses acquired.

Not applicable.

(b)    Pro forma financial information.

Not applicable.

(c)    Shell company transactions.

Not applicable.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release, dated February 4, 2016.

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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.

Date: February 4, 2016	ION GEOPHYSICAL CORPORATION
	By:	/s/ JAMEY S. SEELY
		Jamey S. Seely
		Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated February 4, 2016.

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EX-99

ION announces 1-for-15 Reverse Stock Split, Authorized Share Increase and amendments to 2013 Long-Term Incentive Plan following stockholder approval

HOUSTON, TX – February 4, 2016 – ION Geophysical Corporation (the “Company”) (NYSE: IO) today announced (i) a 1-for-15 reverse stock split on shares of the Company’s common stock (the “Reverse Stock Split”), (ii) an increase in the number of authorized shares of the Company’s common stock from 200 million to 400 million (the “Authorized Share Increase”) and (iii) certain amendments to the Company’s 2013 Long-Term Incentive Plan (the “2013 LTIP”) to increase (i) the total number of shares of the Company’s common stock available for issuance under the 2013 LTIP to 1,248,667 and (ii) the maximum number of such shares that may be granted in the form of full-value awards to 412,060 (the “LTIP Amendments”). Authorization to implement the Reverse Stock Split, Authorized Share Increase and LTIP Amendments was approved by the Company’s stockholders at a special meeting held on February 1, 2016.

The Authorized Share Increase became effective on February 2, 2016. Upon completion of the Authorized Share Increase, the number of authorized shares of the Company’s common stock increased from 200 million to 400 million.

The Reverse Stock Split became effective after the market closed on February 4, 2016, which will result in the Company’s common stock to begin trading on a split-adjusted basis at market open on February 5, 2016. Upon completion of the Reverse Stock Split, every 15 shares of common stock owned by a stockholder will be combined into one share of common stock, the number of outstanding shares will be reduced from approximately 159.8 million to approximately 10.6 million, and the number of authorized shares was reduced from 400 million to 26.7 million.

The Company will not issue fractional shares in connection with the Reverse Stock Split. Stockholders who would otherwise hold fractional shares following the Reverse Stock Split will receive cash (without interest and subject to applicable withholding taxes) in lieu of such fractional shares. The sum will be based on the net proceeds, after customary brokerage commissions and other expenses, resulting from the transfer agent aggregating and selling all fractional share interests into the market. Such proceeds will be paid on a pro rata basis, depending on the fractional amount of shares owned.

After the effective time of the Reverse Stock Split, holders of certificated shares and registered book-entry holders of common stock will be sent a transmittal letter from the Company’s transfer agent, Computershare Investor Services, regarding their stock ownership. All questions regarding ownership should be directed to Computershare Investor Services at (888) 360-9508. Beneficial holders of the Company’s common stock are encouraged to contact their bank, broker, custodian or other nominee with questions regarding procedures for processing the Reverse Stock Split.

The LTIP Amendments became effective at the close of business on February 4, 2016. Upon completion of the LTIP Amendments, after giving effect to the Reverse Stock split the total number of shares of the Company’s common stock available for issuance under the 2013 LTIP was increased to 1,248,667, and the maximum number of such shares that may be granted in the form of full-value awards was increased to 412,060.

About ION

ION is a leading provider of technology-driven solutions to the global oil & gas industry.  ION's offerings are designed to help companies reduce risk and optimize assets throughout the E&P lifecycle. For more information, visit www.iongeo.com.

Contacts

Jamey S. Seely

Executive Vice President, General Counsel and Corporate Secretary

+1.281.552.3011

This press release contains “forward-looking” statements, including, without limitation, those associated with effecting the proposed Reverse Stock Split, Authorized Share Increase and LTIP Amendments and the continued listing of the Company's securities on the NYSE. Any statements contained in this press release that are not statements of historical fact are forward-looking statements. These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the effect the Reverse Stock Split, Authorized Share Increase and/or LTIP Amendments may have on the Company's stock price, and changes in economic, competitive, strategic, financing, regulatory or other factors that may affect the Company's business, many of which are beyond the control of the Company. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of any change in events, conditions or circumstances or otherwise.

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