0000866609-19-000053.txt : 20190503 0000866609-19-000053.hdr.sgml : 20190503 20190503163055 ACCESSION NUMBER: 0000866609-19-000053 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190503 DATE AS OF CHANGE: 20190503 EFFECTIVENESS DATE: 20190503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION GEOPHYSICAL CORP CENTRAL INDEX KEY: 0000866609 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 222286646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12691 FILM NUMBER: 19796639 BUSINESS ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 770422855 BUSINESS PHONE: 2819333339 MAIL ADDRESS: STREET 1: 2105 CITYWEST BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 770422855 FORMER COMPANY: FORMER CONFORMED NAME: INPUT OUTPUT INC DATE OF NAME CHANGE: 19930328 DEFA14A 1 a2019proxyexplanatorynote.htm DEFA14A Document


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  x
 
Filed by a Party other than the Registrant  o
 
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
 
ION Geophysical 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 the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
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EXPLANATORY NOTE
 
This proxy statement supplement, dated May 3, 2019, supplements the definitive proxy statement (the “Proxy Statement”) of ION Geophysical Corporation, (the “Company”) filed with the Securities and Exchange Commission on April 11, 2019, relating to the Company’s Annual Meeting of Stockholders to be held on May 15, 2019. The Company is providing this disclosure to supplement the information provided in the Proxy Statement regarding the 2018 Meetings of the Board.

During 2018, the Board held six meetings and the four standing committees of the Board held a total of 16 meetings.

Each director attended more than seventy-five percent (75%) of the aggregate of the total number of meetings of the Board, and the total number of meetings held by all committees of the Board on which he served, with the exception of Messrs. Hao Huimin and HuaSheng Zheng.

Mr. Hao Huimin ceased serving on the Finance Committee on February 6, 2018, and ceased serving on the Board on April 12, 2018. He attended two of the three Board meetings that were held in 2018 prior to his departure, and was recused from the only Finance Committee meeting held in 2018 prior to his departure, due to his position at a competitor of the Company.

Mr. HuaSheng Zheng commenced serving on the Board on April 13, 2018. He was unable to attend one of the three Board meetings held in 2018 after his appointment to the Board. He served on no committees in 2018.
 
This supplement should be read in conjunction with the Proxy Statement. From and after the date of this supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.