false 0000926423 0000926423 2024-12-12 2024-12-12
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 12, 2024
 
MIND Technology, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-13490 76-0210849
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
                  
2002 Timberloch Place, Suite 550    
The Woodlands, Texas   77380
(Address of principal executive offices)   (Zip Code)
        
Registrant’s telephone number, including area code: 281-353-4475
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications 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 - $0.01 par value per share
MIND
The NASDAQ Stock Market LLC
 
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.
 
On December 12, 2024, at the 2024 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of MIND Technology, Inc., a Delaware corporation (the “Company”), stockholders were requested to (1) elect five individuals to serve on the Board of Directors of the Company until the next annual meeting of stockholders, each until their respective successors are duly elected and qualified; (2) approve an amendment to the MIND Technology, Inc. Amended and Restated Stock Awards Plan (the “Plan” or the “Stock Awards Plan”) to increase the number of shares authorized for issuance by 200,000 shares (the “Fourth Amendment”); (3) approve, on an advisory basis, Named Executive Officer compensation; (4) vote, on an advisory basis, on the frequency of future advisory votes on Named Executive Officer compensation; and (5) ratify the selection by the Audit Committee of the Board of Directors of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. Each proposal is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 25, 2024.
 
The results of voting on the proposals submitted to vote of the Company's stockholders are set forth below.
 
 
1.    The election of five individuals to serve on the Board of Directors until the next annual meeting of stockholders, to hold office until their respective successors are duly elected and qualified. All nominees were re-elected as directors by the votes indicated:
 
Nominee
Voted For
Votes Withheld
Broker Non-Votes
Peter H. Blum
1,780,260
768.982
3,501,183
Robert P. Capps
2,358,099
191,143
3,501,183
William H. Hilarides
2,070,066
479,176
3,501,183
Thomas S. Glanville
2,066,235
483,007
3,501,183
Alan P. Baden
2,095,720
453,522
3,501,183
 
2.
The approval of the Fourth Amendment to the Stock Awards Plan:
 
Voted For
Voted Against
Abstentions
Broker Non-Votes
2,173,766
269,703
105,773
3,501,183
 
3.
The approval, on an advisory basis, of Named Executive Officer compensation:
 
Voted For
Voted Against
Abstentions
Broker Non-Votes
2,039,890
417,012
92,340
3,501,183
 
4.
The approval, on an advisory basis, of the frequency of future advisory votes on Named Executive Officer compensation:
 
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
2,349,535
33,425
80,275
86,007
3,501,183
 
5.    The ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025:
 
Voted For
Voted Against
Abstentions
Broker Non-Votes
5,820,575
182,169
47,681
—
 
 
 
 
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 hereunto duly authorized.
 
MIND Technology, Inc.
December 16, 2024
By:
/s/ Robert P. Capps
Name: Robert P. Capps
Title: President and Chief Executive Officer
 
 
 
v3.24.4
Document And Entity Information
Dec. 12, 2024
Document Information [Line Items]  
Entity, Registrant Name MIND Technology, Inc.
Document, Type 8-K
Document, Period End Date Dec. 12, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-13490
Entity, Tax Identification Number 76-0210849
Entity, Address, Address Line One 2002 Timberloch Place, Suite 550
Entity, Address, City or Town The Woodlands
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77380
City Area Code 281
Local Phone Number 353-4475
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol MIND
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000926423
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