Geospace Technologies Corporation (NASDAQ:GEOS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Geospace Technologies Corporation (NASDAQ:GEOS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On September21, 2017, the board of directors (the “Board”) of Geospace Technologies Corporation (the “Corporation”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment to the Corporation’s bylaws (“Bylaws”), attached as Exhibit 3.1 (the “Amendment”). This Amendment changes the voting standard for election of directors from a plurality to a majority of votes cast in the event of uncontested elections and retains plurality voting in the event of contested elections. The Amendment also requires all directors to deliver an irrevocable resignation upon election that, contingent upon Board acceptance, will be effective for a director that has been nominated for election if that nominated director fails to receive a majority of the votes cast in the election and certain circumstances occur thereafter. The resignation will be effective, contingent upon Board acceptance, upon the earlier to occur of (i)the selection of a replacement director by the Board, (ii) 180 days after certification of such shareholder vote, or (iii)acceptance by the Board. This description is qualified by the full text of the Amendment attached hereto as Exhibit 3.1.

The amendments to the Bylaws are effective September21, 2017. The Corporation’s amended and restated Bylaws are attached hereto as Exhibit 3.2.

Item 5.03. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1 Amendment to Section3.9 of the Corporation’s Bylaws, effective September21, 2017.

Exhibit 3.2Amended and Restated Bylaws of the Corporation, effective September21, 2017.

EX-3.1 2 d453261dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 Bylaws Amendment FIRST AMENDMENT TO THE BYLAWS OF GEOSPACE TECHNOLOGIES CORPORATION Section 3.9 of Article III of the Bylaws is hereby amended by adding the following language indicated with double underlining and deleting the language indicated with strikethrough as follows: “3.9    (a) When a quorum is present or represented at any meeting of shareholders,…
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About Geospace Technologies Corporation (NASDAQ:GEOS)

Geospace Technologies Corporation designs and manufactures instruments and equipment used by the oil and gas industry to acquire seismic data in order to locate, characterize and monitor hydrocarbon producing reservoirs. The Company also designs and manufactures non-seismic products, including industrial products, offshore cables and imaging equipment. The Company operates through two segments: Seismic and Non-Seismic. The Company’s Seismic product segments include traditional exploration products, wireless exploration products and reservoir products. Its seismic product lines consist of land and marine nodal data acquisition systems, permanent land and seabed reservoir monitoring products and services, geophones and geophone strings, hydrophones, leader wire, connectors, telemetry cables, marine streamer retrieval and steering devices and various other products. The Company’s Non-Seismic product segments include imaging and industrial products.

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