GEOSPACE TECHNOLOGIES CORP 8-K

What Happened
Geospace Technologies Corporation held its Annual Meeting of Stockholders on February 5, 2026 and filed an 8-K reporting the voting results. Three directors — Thomas L. Davis, Ph.D., Richard F. Miles and Walter R. Wheeler — were elected to three-year terms expiring in 2029. The audit committee’s appointment of RSM US LLP as the company’s independent auditors for the fiscal year ending September 30, 2026 was ratified. Stockholders also approved the advisory (non-binding) vote on executive compensation.

Key Details

• Directors elected (three-year terms to 2029):
  • Thomas L. Davis, Ph.D.: For 5,063,822; Against 212,935; Abstain 151,068; Non-votes 3,690,889
  • Richard F. Miles: For 5,084,997; Against 191,758; Abstain 151,070; Non-votes 3,690,889
  • Walter R. Wheeler: For 5,334,283; Against 72,424; Abstain 21,118; Non-votes 3,690,889
• Auditor ratification (fiscal year ending 9/30/2026): RSM US LLP approved — For 9,019,602; Against 59,463; Abstain 39,649
• Advisory vote on executive compensation (say-on-pay): Approved — For 5,237,149; Against 88,985; Abstain 101,691; Non-votes 3,690,889
• Filing includes Exhibit 104 (Cover Page Interactive Data in Inline XBRL)

Why It Matters
These votes confirm board continuity and shareholder approval of the company’s governance and financial reporting team heading into fiscal 2026. Ratification of RSM US LLP means the company will continue with that independent auditor for the coming fiscal year. The approved advisory vote on executive compensation signals majority shareholder support for the named executive officers’ pay practices as disclosed in the proxy. Investors may note the material number of non-votes (3,690,889) reported on several items, which represents shares not voted on those proposals.