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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): May 26, 2010
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-12691
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22-2286646 |
(State or other jurisdiction of incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.) |
2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)
(281) 933-3339
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Employment Agreement
On June 1, 2010, ION Geophysical Corporation (the Company) and Robert P. Peebler, the
Companys Chief Executive Officer, entered into a Fifth Amendment to Employment Agreement (the
Fifth Amendment). The Fifth Amendment was recommended for approval by the Compensation Committee
and was approved by the Board of Directors of the Company. The amendment, which is effective on
June 1, 2010, extended the term of Mr. Peeblers employment agreement so that his employment
agreement will now expire by its terms on December 31, 2012 instead of December 31, 2011.
The Fifth Amendment also replaced the existing annual grant award provisions in Mr. Peeblers
employment agreement. Prior to this amendment, the employment agreement provided that Mr. Peebler
was entitled to receive an annual award of shares of restricted common stock of the Company equal
in value to the amount of the annual incentive plan bonus earned by Mr. Peebler for the preceding
year, and additional stock options as may be determined annually by the Compensation Committee of
the Board of Directors. The Fifth Amendment provides that, in lieu of the foregoing annual grants,
on June 1, 2010, Mr. Peebler will receive a grant of 300,000 shares of restricted stock of the
Company, subject to a cliff vesting schedule described below.
The Fifth Amendment further provides that, upon termination of Mr. Peeblers employment due to
(i) his Retirement (as that term is defined in the amendment) or (ii) his voluntary termination
of employment from the Company at any time after his successor is appointed, Mr. Peebler shall
serve as a non-employee consultant to the Board of Directors of the Company for a term of five
years for a consulting fee of $150,000 per year.
The foregoing description of the Fifth Amendment is qualified in its entirety by reference to
the copy of the definitive Fifth Amendment filed herewith as Exhibit 10.1.
Equity Compensation Grant
Pursuant to the Fifth Amendment, on June 1, 2010, the Company granted Mr. Peebler an award of
300,000 shares of the Companys restricted stock under the Companys 2004 Long-Term Incentive Plan.
The grant of shares of restricted stock will cliff vest on the date that is the earlier of:
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i. |
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June 1, 2013; |
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ii. |
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A Change in Control occurs (as
defined in the employment agreement); |
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iii. |
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Mr. Peeblers termination of employment
due to his Disability (as defined in the employment
agreement) or death; |
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iv. |
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Mr. Peeblers Retirement (as defined
by the Companys 2004 Long-Term Incentive Plan); |
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v. |
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Mr. Peeblers voluntary termination of
employment from the Company at any time after his successor is
appointed; or |
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vi. |
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Mr. Peeblers employment is terminated
(a) by the Company for no reason or for any reason other than
Cause (as defined in the employment agreement), Mr. Peeblers
death or Disability, or the expiration of the term of the
employment agreement, or (b) by Mr. Peebler for Good Reason
(as defined in the employment agreement). |
During the period that the restricted stock has not yet vested, the shares of restricted stock
are entitled to the same voting rights as all other holders of common stock.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting of Stockholders
The following matters were submitted to a vote of stockholders during the Annual Meeting of
Stockholders of the Company held on May 26, 2010 in Houston, Texas and were approved by the
Companys stockholders by the below final voting results.
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Votes Cast |
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Votes |
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For |
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Withheld |
1. Election of Directors for a Three-Year Term Expiring in
2013 |
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Franklin Myers |
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98,210,032 |
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8,072,062 |
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Bruce S. Appelbaum, PhD |
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92,291,036 |
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13,991,058 |
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S. James Nelson, Jr. |
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92,441,377 |
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13,840,717 |
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Broker |
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Non- |
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For |
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Against |
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Abstain |
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Votes |
2. Approval of Amendment to the 2004
Long-Term Incentive Plan to Increase
Shares |
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67,060,522 |
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37,843,131 |
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1,378,441 |
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17,646,265 |
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3. Approval of Employee Stock Purchase
Plan |
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102,608,213 |
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2,305,538 |
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1,368,343 |
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17,646,265 |
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4. Ratification of Ernst & Young LLP as
Independent Registered Public Accountants |
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119,440,210 |
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4,201,214 |
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286,935 |
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In addition, the terms of the following directors continued after the meeting:
James M. Lapeyre, Jr.
Theodore H. Elliott, Jr.
Guo Yueliang
G. Thomas Marsh
Robert P. Peebler
John N. Seitz
Nicholas G. Vlahakis
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Item 9.01 Financial Statements and Exhibits.
(a) |
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Financial statements of businesses acquired. |
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Not applicable. |
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(b) |
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Pro forma financial information. |
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Not applicable. |
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(c) |
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Shell company transactions. |
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Not applicable. |
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(d) |
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Exhibits. |
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Exhibit Number |
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Description |
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10.1 |
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Fifth Amendment to Employment Agreement dated June 1, 2010. |
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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.
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Date: June 1, 2010 |
ION GEOPHYSICAL CORPORATION
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By: |
/s/ DAVID L. ROLAND
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David L. Roland |
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Senior Vice President, General Counsel
and Corporate Secretary |
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5
EXHIBIT INDEX
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Exhibit Number |
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Description |
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10.1
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Fifth Amendment to Employment Agreement dated June 1, 2010. |
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