ION Geophysical Corporation (NYSE:IO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ION Geophysical Corporation (the “Company”) authorized and approved the acceleration of the vesting date to December 13, 2017 for the second tranche of the Company’s outstanding stock appreciation rights awards (the “SARs Awards”), which awards were issued to certain of its officers and other key employees (the “SARs Participants”) on March 1, 2016. The second tranche of the SARs Awards was originally scheduled to vest on March 1, 2018. The vesting of the second tranche of the SARs Awards was accelerated to facilitate the exercise by the SARs Participants, if they so choose, of a larger portion of the SARs Awards prior to year-end, as such an exercise would minimize the potential cash flow impact of any such exercise in the first quarter of 2018, would mitigate the ongoing mark to market accounting requirements for cash-settled SARs, and would afford the SARs Participants liquidity to invest in common stock of the Company to further align their interests with those of the Company’s stockholders.
After the foregoing Committee action, to encourage the Company’s executive officers and other key employees to purchase common stock of the Company and further align their interests with those of the Company’s stockholders, the Board authorized and approved an equity investment program (the “Program”) to which certain of the executive officers and other key employees of the Company are permitted, but not obligated, to purchase unregistered shares of common stock of the Company directly from the Company at market prices. In connection with any such purchases, the Committee authorized and approved, on December 13, 2017 (subject to Board approval of the Program), a grant by the Company to such purchasing executive officers and key employees of a certain number of shares of restricted stock. On December 13, 2017, the Committee also authorized and approved to grant to certain executive officers and key employees a certain number of shares of restricted stock in connection with certain purchases of shares of the Company’s common stock in the open market.
Specifically, for each five (5) shares directly purchased from the Company or in the open market during a defined period (to expire no later than December 31, 2017), the Company will issue one (1) share of restricted stock, subject to certain limitations as to the total number of restricted shares to be issued by the Company. Provided that an executive officer or key employee remains employed with the Company until March 1, 2018, the restricted stock will be granted as of March 1, 2018, will vest in full on the date that is 90 days after the grant date and will be subject to the other terms and conditions of the Company’s form of restricted stock agreement and the Company’s long-term incentive plan.
About ION Geophysical Corporation (NYSE:IO)
ION Geophysical Corporation is a technology focused company that provides geophysical technology, services and solutions to the global oil and gas industry. The Company offers services and products through four segments: Solutions, Systems, Software and Ocean Bottom Services (OBS). The Company’s Solutions segment provides over two service activities: Ventures group and Imaging Services group. The Company’s Systems segment’s products include Marine Acquisition Systems, Marine Positioning Systems and Geophones. The Company’s Software segment provides command and control software systems, related software and services for towed marine streamer, and seabed operations, as well as survey design. The Company, through OceanGeo B.V., offers an integrated OBS solution, which includes expert survey design, planning and optimization, superior data captured using multicomponent acquisition systems available to OceanGeo; data acquisition, and data processing, interpretation and reservoir services.
