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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): February 23, 2021
     
 
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 CityWest Blvd., Suite 100
Houston, Texas 77042-2855
 
Registrant’s telephone number, including area code: (281) 933-3339
     
 
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
IO
New York Stock Exchange 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.07       Submission of Matters to a Vote of Security Holders.
 
Results of Special Meeting of Stockholders
 
On February 23, 2021, ION Geophysical Corporation (the “Company”) held a Special Meeting of Stockholders (the “Meeting”) in Houston, Texas. Of the 14,981,513 shares of common stock outstanding and entitled to vote as of the record date, 7,952,315 shares (53.08%) were present or represented by proxy at the Meeting. At the Meeting, the Company’s stockholders approved all of the proposals, specifically (1) the Restructuring Transactions set forth in the proxy statement for the Meeting, (2) amendments to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s capital stock from 31,666,667 shares to 105,000,000 shares and the authorized number of shares of the Company’s common stock from 26,666,667 shares to 100,000,000 shares, and (3) an amendment to the Company’s Third Amended and Restated 2013 Long Term Incentive Plan (the “LTIP”) to increase the total number of shares of our common stock issuable thereunder.
 
The results of the voting on the matters submitted to the stockholders were as follows:
 
Proposals
Votes Cast For
Votes Cast Against
Votes Abstained
 
 
 
 
 1. Restructuring Transactions set forth in the proxy statement for the Meeting
7,768,349
160,643 23,323
 
 
 
 
2. Amendments to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s capital stock from 31,666,667 shares to 105,000,000 shares and the authorized number of shares of the Company’s common stock from 26,666,667 shares to 100,000,000 shares
7,609,002 319,741 23,572
 
 
 
 
3. Amendment to the Company’s Third Amended and Restated 2013 Long Term Incentive Plan (the “LTIP”) to increase the total number of shares of our common stock issuable thereunder
6,313,312 1,589,957 49,046
 
Item 9.01        Financial Statements and Exhibits
 
(d) Exhibits
 
The following exhibits are filed as part of this report:
 
Exhibit Number
Description
99.1
 
 
 
 
 
 
 
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.
 
 
 
 
ION GEOPHYSICAL CORPORATION
   
 
By: /s/ MATTHEW POWERS   
 Matthew Powers
 Executive Vice President, General Counsel and
 Corporate Secretary
Date: February 23, 2021  
 
 
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