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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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SPECIAL MEETING OF STOCKHOLDERS

To be Held on February 1, 2016

December 21, 2015

Dear ION Stockholders:

        You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of ION Geophysical Corporation (the "Company"), which will be held on Monday, February 1, 2016, at 10:30 a.m., Central Time, in the offices of the Company located at 2105 CityWest Boulevard, Suite 400, Houston, Texas 77042-2839.

        During the Special Meeting, stockholders will vote on the following items:

1.

An amendment to our Restated Certificate of Incorporation to (i) effect a reverse stock split of our common stock at a ratio selected by our Board of Directors (or any authorized committee of the Board of Directors) from within a range of between 1-for-5 and 1-for-15, inclusive, and, (ii) if and when the reverse stock split is effected, proportionately reduce the number of authorized shares of our common stock by the selected reverse split ratio;



2.

An amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 200 million to 400 million; and



3.

Subject to stockholder approval and implementation of the reverse stock split, certain amendments to the Company's 2013 Long-Term Incentive Plan to, if and when the reverse stock split is effected, increase (i) the total number of shares of our common stock available for issuance under the 2013 Long-Term Incentive Plan and (ii) the maximum number of such shares that may be granted in the form of full-value awards.

        While approval of Proposals 1 or 2 will not be conditioned on the approval of any other proposals, the approval of Proposal 3 will be conditioned on the approval of Proposal 1. The accompanying Special Meeting Proxy Statement contains complete details on these proposals.

        Your understanding of, and participation in, the Special Meeting is important, regardless of the number of shares you hold. To ensure your representation, we encourage you to vote your shares as soon as practicable.

        Thank you for your continued support of ION Geophysical Corporation. We look forward to seeing you on February 1, 2016.

		Sincerely,
		R. Brian Hanson President and Chief Executive Officer

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ION GEOPHYSICAL CORPORATION
2105 CityWest Boulevard, Suite 400100
Houston, Texas 77042-283977042-2855
(281) 933-3339

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

SHAREHOLDERS
To beBe Held on February 1, 2016May 17, 2017

To ION's Shareholders:

        The 2017 Annual Meeting of Shareholders of ION Geophysical Corporation (the "Company") will hold a Special Meeting of Stockholders (the "Special Meeting")be held in the offices of the Company located at 2105 CityWest Boulevard, Suite 400, Houston, Texas, 77042-2839, on Monday, February 1, 2016,Wednesday, May 17, 2017, at 10:30 a.m., Central Time, to:local time, for the following purposes:

1.

Adopt an amendment     Elect the two directors named in the attached Proxy Statement to our Restated Certificate of IncorporationBoard, each to (i) effectserve for a reverse stock splitthree-year term;

        2.     Advisory (non-binding) vote to approve the compensation of our common stock at a ratio selected bynamed executive officers;

        3.     Advisory (non-binding) vote on the frequency of shareholder votes on executive compensation;

        4.     Ratify the appointment of Grant Thornton LLP as our Board of Directors (orindependent registered public accounting firm (independent auditors) for 2017; and

        5.     Consider any authorized committeeother business that may properly come before the annual meeting, or any postponement or adjournment of the Board of Directors) from within a range of between 1-for-5 and 1-for-15, inclusive, and, (ii) if and when the reverse stock split is effected, proportionately reduce the number of authorized shares of our common stock by the selected reverse split ratio;



2.

Adopt an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 200 million to 400 million; and



3.

Approve, subject to stockholder approval and implementation of the reverse stock split, certain amendments to the Company's 2013 Long-Term Incentive Plan to, if and when the reverse stock split is effected, increase (i) the total number of shares of our common stock available for issuance under the 2013 Long-Term Incentive Plan and (ii) the maximum number of such shares that may be granted in the form of full-value awards.

        While approval of Proposals 1 or 2 will not be conditioned on the approval of any other proposals, the approval of Proposal 3 will be conditioned on the approval of Proposal 1.meeting.

        ION's Board of Directors has set December 18, 2015March 31, 2017, as the record date for the Special Meeting.meeting. This means that owners of ION common stockCommon Stock at the close of business on that date are entitled to receive this notice of meeting and vote at the Special Meetingmeeting and any adjournments or postponements of the Special Meeting. Each share of our common stock is entitled to one vote. As of the record date, there were 162,395,071 shares of our common stock outstanding.meeting.

        If you are the registered owner of shares of our common stock as of the record date, you may vote those shares by attending the Special Meeting and voting in person.

Your vote is very important, and your prompt cooperation in voting your proxy is greatly appreciated. IfWhether or not you are unableplan to attend the meeting, we urge you to vote by proxy in any one of the following three ways:

•

VIA THE INTERNET, which we encourage if you have Internet access, at the address shown onplease sign, date and return your proxy card;



•

BY TELEPHONE, using the toll-free telephone number shown on the proxy card; or

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•

BY MAIL, by completing, signing and returning the enclosed proxy card inas soon as possible so that your shares can be voted at the postage-paid envelope.

				By Authorization of the Board of Directors
				Jamey S. Seely Executive Vice President, General Counsel and Corporate Secretary

December 21, 2015April 13, 2017
Houston, Texas

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Important Notice Regarding the Availability of Proxy Materials
For the Annual Shareholders' Meeting to be held on May 17, 2017

The Proxy Statement and our 2016 annual report to shareholders
are available at www.iongeo.com under "Investor Relations—Investor Materials—
Annual Report & Proxy Statement."

        The Annual Meeting of Shareholders of ION Geophysical Corporation will be held on May 17, 2017, at the offices of the Company located at 2105 CityWest Boulevard, Houston, Texas, beginning at 10:30 a.m., local time.

        The matters intended to be acted upon are:

1.

Elect the two directors named in the attached Proxy Statement to our Board, each to serve for a three-year term;



2.

Advisory (non-binding) vote to approve the compensation of our named executive officers;



3.

Advisory (non-binding) vote on the frequency of shareholder advisory votes on executive compensation;



4.

Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for 2017; and



5.

Consider any other business that may properly come before the annual meeting, or any postponement or adjournment of the meeting.

        The Board of Directors recommends voting in favor of the nominees listed in the Proxy Statement, the approval of the compensation of our named executive officers, the approval of an executive compensation vote to be held every year and the ratification of the appointment of Grant Thornton LLP.

        The Proxy Statement for the 2017 Annual Meeting of Shareholders and the 2016 annual report to shareholders are being made available at the website location specified above.

        Directions to the annual meeting are also provided in the accompanying Proxy Statement under "About the Meeting—Where will the Annual Meeting be held?"

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ION GEOPHYSICAL CORPORATION
2105 CityWest Boulevard, Suite 400100
Houston, Texas 77042-283977042-2855
(281) 933-3339

April 13, 2017

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 17, 2017

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS
To be Held on February 1, 2016

GENERAL INFORMATION

        This Special Meeting Proxy Statement ("Proxy Statement") is furnished to stockholders of ION Geophysical Corporation, a Delaware corporation (the "Company"), in connection with the solicitation of proxies by the        Our Board of Directors (the "Board") for useis furnishing you this proxy statement (this "Proxy Statement") to solicit proxies on its behalf to be voted at the Company's Special2017 Annual Meeting of Stockholders (the "SpecialShareholders ("Annual Meeting") toof ION Geophysical Corporation ("ION"). The Annual Meeting will be held at 2105 CityWest Boulevard, Houston, Texas, on Monday, February 1, 2016,May 17, 2017, at 10:30 a.m., Central Time, in the offices of the Company located at 2105 CityWest Boulevard, Suite 400, Houston, Texas 77042-2839, andlocal time. The proxies also may be voted at any adjournments or postponements thereof.of the Annual Meeting.

        The proxy materials, including this Proxy Statement and the proxy card, are first being distributed and made available on or about December 21, 2015.        The mailing address of our principal executive offices is 2105 CityWest Boulevard, Suite 400,100, Houston, Texas 77042-2839.77042-2855. We are mailing the proxy materials to our shareholders beginning on or about April 13, 2017. All properly completed and returned proxies for the Special Meetingannual meeting will be voted at the SpecialAnnual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked before the SpecialAnnual Meeting. The proxies also may be voted at any adjournments or postponements of the Special Meeting.

        As stated in the accompanying Notice of Special Meeting of Stockholders, we will hold the Special Meeting to:

1.

Adopt an amendment to our Restated Certificate of Incorporation to (i) effect a reverse stock split of our common stock, par value $0.01 per share ("Common Stock"), at a ratio selected by our Board (or any authorized committee of the Board) from within a range of between 1-for-5 and 1-for-15, inclusive, and, (ii) if and when the reverse stock split is effected, proportionately reduce the number of authorized shares of our Common Stock by the selected reverse split ratio;



2.

Adopt an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200 million to 400 million; and



3.

Approve, subject to stockholder approval and implementation of the reverse stock split, certain amendments to the Company's 2013 Long-Term Incentive Plan (the "2013 LTIP") to, if and when the reverse stock split is effected, increase (i) the total number of shares of our Common Stock available for issuance under the 2013 LTIP and (ii) the maximum number of such shares that may be granted in the form of full-value awards.

        While approval of Proposals 1 or 2 will not be conditioned on the approval of any other proposals, the approval of Proposal 3 will be conditioned on the approval of Proposal 1.

i

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        On August 11, 2015, we were notified by the New York Stock Exchange (the "NYSE") that the average closing price of the Common Stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price required by the NYSE under Section 802.01C of the NYSE Listed Company Manual. We have six months following receipt of the NYSE's notice to regain compliance with the NYSE's minimum share price requirement. We can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of such month. Notwithstanding the foregoing, if we determine that we must cure the price condition by taking an action that will require approval of our stockholders, we may also regain compliance by: (i) obtaining the requisite stockholder approval by no later than our next annual meeting, (ii) implementing the action promptly thereafter and (iii) the price of the Common Stock promptly exceeding $1.00 per share, and the price remaining above that level for at least the following 30 trading days.

        A delisting of the Common Stock from the NYSE would negatively impact us because it would: (i) reduce the liquidity and market price of the Common Stock; (ii) reduce the number of investors willing to hold or acquire the Common Stock, which could negatively impact our ability to raise equity financing; (iii) limit our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets, and (iv) impair our ability to provide equity incentives to our employees. The Board has adopted a proposed amendment to the Restated Certificate of Incorporation, and recommends that stockholders approve such amendment, for the purpose of increasing the price of our Common Stock in order to regain compliance with this listing requirement.

        Only owners of record of our outstanding shares of our Common Stock, par value $0.01 ("Common Stock") on December 18, 2015March 31, 2017 are entitled to vote at the SpecialAnnual Meeting, or at any adjournmentadjournments or postponementpostponements of the SpecialAnnual Meeting. Each owner of Common Stock on the record date is entitled to one vote for each share of Common Stock held. As of the record date,On March 31, 2017, there were 162,395,07112,072,605 shares of Common Stock issued and outstanding.

        Our Amended and Restated Bylaws (the "Bylaws") provide that business transacted at any special meeting of stockholders shall be limited to the purposes stated in a resolution approved by a majority of the Board or a committee designated for such purpose by the Board.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on February 1, 2016: This Proxy Statement is available at:www.iongeo.com under "Investor Relations—Investor Materials—Annual Reports, Quarterly Reports & Proxy Statement."

        You may vote your shares prior to the Special Meeting by following the instructions provided in this Proxy Statement and the enclosed proxy card.

        When used in this Proxy Statement, "ION Geophysical," "ION," "Company," "we," "our," "ours" and "us" refer to ION Geophysical Corporation.

iiCorporation and its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated.

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2017 PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Board Nominees

Executive Compensation Highlights

        ION is committed to paying for performance. We provide the majority of compensation through programs in which the amounts ultimately received vary to reflect our performance. Our executive compensation programs evolve and are adjusted over time to support our business goals and to promote both near-term and long-term profitable company growth.

        The majority of cash compensation is paid through base salary and under our annual incentive cash plan based on company performance relative to financial goals and on individual performance. Under our incentive plan, cash compensation reflects near-term (annual) business performance.

        Equity awards, consisting of stock options and restricted stock and restricted stock units, are used to align compensation with the long-term interests of our shareholders by focusing our executive officers on total shareholder return. Equity awards generally become fully vested in either three or four years after the grant date, so that compensation realized under the awards reflects the long-term performance of our Common Stock.

        In setting executive officer compensation, the Compensation Committee evaluates individual performance reviews of the executive officers and compensation of a "peer" group consisting of companies participating in various relevant compensation surveys, including the 2015 Mercer Total Compensation Survey for the Energy Sector.

        Total compensation for each executive officer varies with ION's performance in achieving strategic and financial objectives and with individual performance. Each executive officer's compensation is designed to reward his or her contribution to ION's results. Our executive officers' 2017 compensation also reflects adjustments arising from our normal annual process of assessing pay competitiveness. Year-over-year changes in salaries and equity award levels also reflect promotions, individual performance and competitive market adjustments. The following table shows the total direct

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compensation granted by the Compensation Committee to our named executive officers in 2016, 2015 and 2014 (except for Ms. Seely, who did not become a named executive officer until 2015):

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ABOUT THE SPECIAL MEETING

What is a proxy and proxy statement?

        A proxy is your legal designation of another person to vote the stock you own on your behalf. That other person is referred to as a "proxy." Our Board has designated R. Brian Hanson and James M. Lapeyre, Jr. as proxies for the Special Meeting.Annual Meeting of Shareholders. By completing and submitting the enclosed proxy card, you are giving Mr. Hanson and Mr. Lapeyre the authority to vote your shares in the manner you indicate on your proxy card. A proxy statement is a document that the regulations of the Securities and Exchange Commission ("SEC") require us to give you when we ask you to sign a proxy card designating individuals as proxies to vote on your behalf.

Who is soliciting my proxy?

        Our Board is soliciting proxies on its behalf to be voted at the SpecialAnnual Meeting. All costs of soliciting the proxies will be paid by ION. Copies of solicitation materials will be furnished to banks, brokers, nominees and other fiduciaries and custodians to forward to beneficial owners of the Common Stock held by such persons. ION will reimburse such persons for their reasonable out-of-pocket expenses in forwarding solicitation materials. In addition to solicitations by mail, some of ION's directors, officers and other employees, without extra compensation, might supplement this solicitation by telephone, personal interview or other communication. ION has also retained Georgeson Inc. to assist with the solicitation of proxies from banks, brokers, nominees and other holders, for a fee not to exceed $11,000$10,500 plus reimbursement for out-of-pocket expenses. We may also ask our proxy solicitor to solicit proxies on our behalf by telephone for a fixed fee of $6.00 per phone call and $3.50 per telephone vote, plus reimbursement for expenses.

What are the voting rights of holders of Common Stock?

        Each outstanding share of Common Stock is entitled to one vote on each matter considered at the SpecialAnnual Meeting.

What is the difference between a "stockholder"shareholder of record" and a stockholdershareholder who holds stock in "street name"?

        If your shares are registered directly in your name, you are a stockholdershareholder of record. If your shares are registered in the name of your broker, bank or similar organization, then you are the beneficial owner of shares held in street name.

Where will the SpecialAnnual Meeting be held?

        The Special        ION's 2017 Annual Meeting of Shareholders will be held on the 4^th1st Floor of 2105 CityWest Boulevard in Houston, Texas.

        Directions:    The site for the meetingAnnual Meeting is located on CityWest Boulevard off of West Sam Houston Parkway South ("Beltway 8"), near the intersection of Beltway 8 and Briar Forest Drive. Traveling south on the Beltway 8 feeder road after Briar Forest Drive, turn right on Del Monte Drive. Enter Garage Entrance 3 on your immediate left. Advise the guard that you are attending the ION SpecialAnnual Meeting. You may be required to show your driver's license or other photo identification. The guard will then direct you where to park in the visitors section of the parking garage. The guard can also direct you to 2105 CityWest Boulevard, which is directly south of the garage. Once in the building, check in withat the security desk andwhere you will then take the elevatorsbe directed to the 4^th floor.first floor receptionist.

What is the effect of not voting?

        It depends on how ownership of your shares is registered. If you are a shareholder of record, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement. Assuming a quorum is obtained, your unvoted shares will not be treated as a vote for or

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against a proposal. Depending on the circumstances, if you own your shares in street name, your broker or bank may represent your shares at the Annual Meeting for purposes of obtaining a quorum. As described in the answer to the question immediately following, in the absence of your voting instruction, your broker may or may not vote your shares.

If I don't vote, will my broker vote for me?

        If you own your shares in street name and you do not vote, your broker may vote your shares in its discretion on proposals determined to be "routine matters" under the rules of the New York Stock Exchange ("NYSE"). With respect to "non-routine matters," however, your broker may not vote your shares for you. Where a broker cannot vote your shares on non-routine matters because he has not received any instructions from you regarding how to vote, the number of unvoted shares on those matters is reported as "broker non-votes." These "broker non-vote" shares are counted toward the quorum requirement, but, generally speaking, they do not affect the determination of whether a matter is approved. See"—How are abstentions and broker non-votes counted?" below. The election of directors, the advisory vote on executive compensation and the advisory vote on the frequency of executive compensation votes are not considered to be routine matters under current NYSE rules, so your broker will not have discretionary authority to vote your shares held in street name on those matters. The proposal to ratify the appointment of Grant Thornton LLP ("Grant Thornton") as our independent registered public accounting firm is considered to be a routine matter on which brokers will be permitted to vote your shares without instructions from you.

What is the record date and what does it mean?

        The record date for the SpecialAnnual Meeting of Shareholders is December 18, 2015.March 31, 2017. The record date is established by the Board as required by Delaware law (the state in which we are incorporated). Holders of Common

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Stock at the close of business on the record date are entitled to receive notice of the meetingAnnual Meeting and vote at the meetingAnnual Meeting and any adjournments or postponements of the meeting.Annual Meeting.

How docan I vote?revoke a proxy?

        You mayA shareholder can revoke a proxy prior to the vote your shares in four different ways:

1.

Viaat the Internet.    You may vote your shares viaAnnual Meeting by (a) giving written notice to the Internet by following the instructions on your proxy card. If you own your shares in "street name" or in a nominee account, you may place your vote through the Internet by following the instructions on the proxy card provided by your broker, bank or other holder of record.



2.

By Telephone.    You may vote your shares by telephone by calling the toll-free telephone number provided on the proxy card. If you own your shares in "street name" or in a nominee account, you may place your vote by telephone by following the instructions on the proxy card provided by your broker, bank or other holders of record.



3.

By Mail.    Mark your voting instructions on, and sign and date, the proxy card and return it to Jamey S. Seely, Executive Vice President, General Counsel and Corporate Secretary of ION, Geophysical Corporation, 2105 CityWest Boulevard, Suite 400, Houston, Texas 77042-2839. If you mail your(b) delivering a later-dated proxy card, Ms. Seely must receive it before the polls close at the Special Meeting.



4.

In Person.    You may deliver your completed proxyor (c) voting in person at the SpecialAnnual Meeting. If youryou hold shares are held in "street name"through a bank or a nominee account, you will need to obtain a proxy form from the institution that holds your shares in order to vote at the Special Meeting. The Board recommends that you vote by one of the three methods above even if you plan to attend the Special Meeting.

How do I revoke my proxy or change my voting instructions?

        You may revoke your proxy or change your voting instructions in four ways:

1.

Submit voting instructions again by telephone or the Internet.    If you are a "street name" stockholder,broker, you must follow instructions found on the voting instruction card provided by yourcontact that bank or broker or other "street" nominee, or contact your broker or other "street" nominee in order to revoke your previously given proxy.



2.

Submit a new proxy card bearing a later date than the one you wish to revoke.    A valid later-dated proxy will automatically revoke any proxy previously submitted by you. If you own your shares in "street name," because your broker or other "street" nominee is actually the record owner, you must obtain a new proxy card from the broker or other "street" nominee. If you are a holder of record, then you must obtain a new proxy card from ION's transfer agent, Computershare Investor Services, at1.888.360.9508. We must receive your new proxy card before the Special Meeting begins.



3.

Write to Jamey S. Seely, Executive Vice President, General Counsel and Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 400, Houston, Texas 77042-2839.    Your letter should contain the name in which your shares are registered, your control number, the date of the proxy you wish to revoke or change, your newprior voting instructions, if applicable, and your signature. Ms. Seely must receive your letter before the Special Meeting begins.



4.

Attend the Special Meeting and vote in person as described above (or by personal representative with an appropriate proxy).    Attendance at the meeting will not by itself revoke a previously granted proxy; to alter your prior instructions, you must vote your shares during the Special Meeting.

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What constitutes a quorum?

        The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock constitutes a quorum. We need a quorum of stockholdersshareholders to hold a validly convened SpecialAnnual Meeting. If you have submitted your proxy, your shares will be counted toward the quorum. If a quorum is not present, the chairman may adjourn the meeting,Annual Meeting, without prior notice other than by announcement at the meeting,Annual Meeting, until the required quorum is present. As of the record date, 162,395,07112,072,605 shares of Common Stock were outstanding. Thus, the presence of the holders of Common Stock representing at least 81,197,5366,036,303 shares will be required to establish a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum.

What are my voting choices when voting on Proposal 1for director nominees, and what vote is needed to approve Proposal 1?elect directors?

        In voting on the election of two director nominees to approveserve until the proposal to adopt an amendment to the Restated Certificate2020 Annual Meeting of Incorporation to effect a reverse stock split and, if and when such reverse stock split is effected, proportionately reduce the number of authorized shares of our Common Stock by the selected reverse split ratio, stockholdersShareholders, shareholders may vote in one of the following ways:

(a)

in favor of all nominees,

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(b)

withhold votes as to all nominees or



(c)

withhold votes as to a specific nominee.

        Directors will be elected by a plurality of the votes of the shares of Common Stock present or represented by proxy at the Annual Meeting. This means that director nominees receiving the highest number of "for" votes will be elected as directors. Votes "for" and "withheld" are counted in determining whether a plurality has been cast in favor of a director. Under ION's Corporate Governance Guidelines, any director nominee who receives a greater number of votes "withheld" from his election than votes "for" such election shall promptly tender to the Board his resignation following certification of the results of the shareholder vote. For a more complete explanation of this requirement and process, please see"Item 1—Election of Directors—Board of Directors and Corporate Governance—Majority Voting Procedure for Directors" below.

        You may not abstain from voting for purposes of the proposal,election of directors. Shareholders are not permitted to cumulate their votes in the election of directors.

        The Board recommends a vote"FOR" all of the nominees.

What are my voting choices when casting an advisory vote to approve the compensation of our named executive officers?

        In casting an advisory vote to approve the compensation of our named executive officers, shareholders may vote in one of the following ways:

(a)

in favor of the advisory vote to approve our executive compensation,



(b)

against the proposal,advisory vote to approve our executive compensation or



(c)

abstain from voting on the proposal.voting.

        The affirmativeadvisory vote to approve the compensation of our named executive officers will be approved if the number of votes cast in favor of the holdersproposal exceeds the number of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting is required to adopt such amendment. An abstention has the same effect as a vote "against" the proposal.votes cast against it.

        The Board recommends a vote"FOR" this proposal.

What are my voting choices when casting an advisory vote on frequency of shareholder votes on executive compensation?

        For the non-binding advisory vote on the frequency of future shareholder votes on executive compensation, shareholders may cast their vote in favor of one of the following four alternatives:

(a)

every year,



(b)

every two years,



(c)

every three years, or



(d)

abstain from voting.

        The advisory vote regarding the frequency of future shareholder votes to approve executive compensation will be determined by a plurality of the votes cast in the advisory vote. This means that the alternative that receives the greatest number of votes will be considered the frequency that is recommended by our shareholders.

        The Board recommends that you vote in favor of"EVERY YEAR" with respect to the advisory vote regarding the frequency of the shareholder vote on executive compensation. However, notwithstanding the Board's recommendation and the fact that this is a non-binding advisory vote only, the Board intends to accept the results of the shareholder vote on this proposal and hold the next

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advisory vote on executive compensation within the time frame approved by the shareholders at the Annual Meeting.

What are my voting choices when voting on Proposal 2 the ratification of the appointment of Grant Thornton as our independent registered public accounting firm—or independent auditors—and what vote is needed to approve Proposal 2?ratify their appointment?

        In voting to approveratify the proposal to adopt an amendment to the Restated Certificateappointment of Incorporation to increase the number of authorized shares of Common Stock from 200 million to 400 million, stockholdersGrant Thornton as independent auditors for 2017, shareholders may vote in one of the following ways:

(a)

for the proposal,in favor of ratification,



(b)

against the proposal,ratification or



(c)

abstain from voting on the proposal.ratification.

        The proposal to ratify the appointment of Grant Thornton will require the affirmative vote of the holders of a majority of the outstanding sharesvotes cast on the proposal by holders of Common Stock entitled to votein person or represented by proxy at the Special Meeting is required to adopt such amendment. An abstention has the same effect as a vote "against" the proposal.Annual Meeting.

        The Board recommends a vote"FOR" this proposal.

What areWill any other business be transacted at the Annual Meeting? If so, how will my voting choices when voting on Proposal 3 and what vote is needed to approve Proposal 3?proxy be voted?

        In votingWe do not know of any business to approve amendments tobe transacted at the 2013 LTIP to, if and when the reverse stock split is effected, increase (i) the total number of shares of our Common Stock available for issuance under the

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2013 LTIP and (ii) the maximum number of such shares that may be granted in the form of full-value awards, stockholders may vote in one of the following ways:

(a)

for the proposal,



(b)

against the proposal, or



(c)

abstain from voting on the proposal.

        The proposal to approve the amendments to the 2013 LTIP requires a majority of the votes cast on the proposal, provided that the total votes cast on the proposal represents over 50% of the total number of outstanding shares of our Common Stock.

        While stockholders may cast their votes separately on each of the proposals containedAnnual Meeting other than those matters described in this Proxy Statement,Statement. We believe that the approvalperiods specified in our Amended and Restated Bylaws (our "Bylaws") for submitting proposals to be considered at the Annual Meeting have passed and no proposals were submitted. However, should any other matters properly come before the Annual Meeting, and any adjournments or postponements of Proposal 3the Annual Meeting, shares with respect to which voting authority has been granted to the proxies will be conditioned on the approval of Proposal 1.

        The Board recommends a vote"FOR" this proposal.

Could other matters be decided at the Special Meeting?

        No. Our Bylaws provide that business transacted at any special meeting of stockholders shall be limited to the purposes stated in a resolution approved by a majority of the Board or a committee designated for such purposevoted by the Board.proxies in accordance with their judgment.

What if a stockholdershareholder does not specify a choice for a matter when submitting their proxy?

        StockholdersShareholders should specify their choice for each matter on their proxy. If no instructions are given, proxies that are properly submitted will be voted"FOR" the proposal to effect the reverse stock split and, if and when the reverse stock split is effected, proportionately reduce the numberelection of authorized shares of our Common Stock by the selected reverse split ratio,all director nominees,"FOR" the proposalnon-binding advisory vote to increaseapprove our Company's executive compensation"EVERY YEAR" with respect to the numbernon-binding advisory vote on the frequency of authorized shares of Common Stockfuture shareholder votes on executive compensation and"FOR" the proposal to approveratify the amendmentsappointment of Grant Thornton as independent auditors for 2017.

How are abstentions and broker non-votes counted?

        Abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting. A properly submitted proxy marked "withhold" with respect to the 2013 LTIP.election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

        With respect to (i) the proposal regarding the advisory vote on executive compensation, (ii) the proposal regarding the advisory vote on the frequency of future shareholder votes on executive compensation and (iii) the proposal to ratify the appointment of the independent auditors, an abstention from voting on either such proposal will be counted as present in determining whether a quorum is present but will not be counted in determining the total votes cast on such proposal. Thus, abstentions will have no effect on the outcome of the vote on these proposals.

        Broker non-votes will have no effect on the outcome of the vote on any of the proposals.

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What are broker non-votes?is the deadline for submitting proposals to be considered for inclusion in the 2018 proxy statement and for submitting a nomination for director of ION for consideration at the Annual Meeting of Shareholders in 2018?

        Shareholder proposals requested to be included in our 2018 proxy statement must be received by ION no later than December 14, 2017. A broker non-vote occurs when the broker is unable to vote on a proposal because the proposal is not routine and the beneficial owner has not provided any voting instructions to the broker on that matter. NYSE rules determine whether proposals are routine or not routine. If a proposal is routine, a broker holding shares for an owner in street nameproper director nomination may vote for the proposal without voting instructions. If a proposal is not routine, the broker may vote on the proposalbe considered at ION's 2018 Annual Meeting of Shareholders only if the owner has provided voting instructions. If a broker doesproposal for nomination is received by ION not receive voting instructions for a non-routine proposal, the broker will return a proxy card without a vote on that proposal, which is usually referredlater than December 14, 2017. Proposals and nominations should be directed to as a "broker non-vote." The proposal to effect the reverse stock splitJamey S. Seely, Executive Vice President, General Counsel and proportionately reduce the number of authorized shares of Common Stock by the selected reverse split ratio and the proposal to amend our 2013 LTIP are not considered to be routine matters under current NYSE rules, so your broker will not have discretionary authority to vote your shares held in street name on those matters. The proposal to increase the number of authorized shares of Common Stock from 200 million to 400 million is considered to be a routine matter on which brokers will be permitted to vote your shares without instructions from you.Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855.

Will I have electronic access to the proxy materials?materials and Annual Report?

        The proxy materialsnotice of Annual Meeting, Proxy Statement and 2016 Annual Report to Shareholders are posted on ION's Internet website atwww.iongeo.com under "Investor Relations—Relations—Investor Materials—Materials—Annual Reports, Quarterly ReportsReport & Proxy Statement".

How can I obtain a copy of ION's Annual Report on Form 10-K?

        A copy of our 2016 Annual Report on Form 10-K (without schedules or exhibits) forms a part of our 2016 Annual Report to Shareholders, which is enclosed with our Proxy Statement." You may obtain an additional copy of our 2016 Form 10-K at no charge by sending a written request to Jamey S. Seely, Executive Vice President, General Counsel and Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. Our Form 10-K is also available (i) through the Investor Relations section of our website atwww.iongeo.com and (ii) with exhibits on the SEC's website athttp://www.sec.gov.

        Please note that the contents of these and any other websites referenced in this Proxy Statement are not incorporated by reference herein. Further, our references to the URLs for these and other websites listed in this Proxy Statement are intended to be inactive textual references only.

ITEM 1—ELECTION OF DIRECTORS

        Our Board consists of eight members. The Board is divided into three classes. Members of each class are elected for three-year terms and until their respective successors are duly elected and qualified, unless the director dies, resigns, retires, is disqualified or is removed. Our shareholders elect the directors in a designated class annually. Directors in Class III, which is the class of directors to be elected at the Annual Meeting, will serve on the Board until our annual meeting in 2020.

        The current Class III directors are Michael C. Jennings and John N. Seitz, and their terms will expire when their successors are elected and qualified at the Annual Meeting. At its meeting on February 7, 2017, the Board approved the recommendation of the Governance Committee that Messrs. Jennings and Seitz be nominated to stand for reelection at the Annual Meeting to hold office until our 2020 Annual Meeting and until their successors are elected and qualified.

        We have no reason to believe that either of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce the number of directors.

The Board of Directors recommends a vote "FOR" the election of Michael C. Jennings and John N. Seitz

        The biographies of each of the nominees and continuing directors below contains information regarding the person's service as a director, business experience, education, director positions and the

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experiences, qualifications, attributes or skills that caused the Governance Committee and our Board to determine that the person should serve as a director for the Company:

Class III Director Nominees for Re-Election for Term Expiring In 2020

        Mr. Jennings, age 64, is Chairman of the Board of Directors of HollyFrontier Corporation, a NYSE-listed independent oil refining and marketing company and served as the Company's President & Chief Executive Officer from 2011 to 2016. Prior to joining HollyFrontier, Mr. Jennings was the President, Chief Executive Officer and Chairman of the Board of Frontier Oil Corporation, an independent oil refining and marketing company. Mr. Jennings joined HollyFrontier in July 2011 when Frontier Oil merged with Holly Corporation to form HollyFrontier. Prior to his appointment to President and Chief Executive Officer of Frontier in January 2009, Mr. Jennings served as Frontier's Executive Vice President and Chief Financial Officer. From 2000 until joining Frontier in 2005, Mr. Jennings was employed by Cameron International Corporation as Vice President and Treasurer. From 1998 until 2000, he was Vice President Finance & Corporate Development of Unimin Corporation, a producer of industrial minerals. From 1995 to 1998, Mr. Jennings was employed by Cameron International Corporation as Director, Acquisitions and Corporate Finance. Mr. Jennings also serves on the Board of Directors of Holly Energy Partners, a NYSE-listed master limited partnership partially owned by HollyFrontier Corporation. Mr. Jennings is a member of the Audit and Finance Committees of our Board of Directors. He holds a Bachelor of Arts degree in economics and government from Dartmouth College and a Master of Business Administration degree in finance and accounting from the University of Chicago.

        Mr. Jennings' experience in the global oil refining, marketing and oilfield services businesses enables him to advise the Board on customer and industry issues and perspectives. Given his extensive experience in executive, financial, treasury and corporate development matters, Mr. Jennings is able to provide the Board with expertise in corporate leadership, financial management, corporate planning and strategic development, thereby supporting the Board's efforts in overseeing and advising on strategic and financial matters.

        Mr. Seitz, age 65, has been Chairman and Chief Executive Officer of GulfSlope Energy, Inc., an OTC-listed independent E&P company exploring for oil and gas using advanced seismic imaging, since 2013. From 1977 to 2003, Mr. Seitz held positions of increasing responsibility at Anadarko Petroleum Company, serving most recently as a Director and as President and Chief Executive Officer. Mr. Seitz is a Trustee of the American Geological Institute Foundation. Mr. Seitz currently serves on the Investment Committee for Sheridan Production Company, LLC, a privately held oil & gas company with interests in Texas, Oklahoma and Wyoming, and on the Board of Directors of CASA Exploration, LLC, a privately held company focused on oil & gas exploration and production in Latin America. He formerly serviced on the Board of Directors for Endeavor International, Inc., Constellation Energy Partners LLC, and Gulf United Energy, Inc. Mr. Seitz is a member of the Compensation and Governance Committees of our Board. Mr. Seitz holds a Bachelor of Science degree in geology from the University of Pittsburgh, a Master of Science degree in geology from Rensselaer Polytechnic Institute and is a Certified Professional Geoscientist in Texas. He also completed the Advanced Management Program at the Wharton School of Business.

        Mr. Seitz' extensive experience as a leader of global E&P companies has proven to be an important resource for our Board when considering industry and customer issues. In addition, Mr. Seitz' geology background and expertise assists the Board in better understanding industry trends and issues.

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Class I Incumbent Directors—Term Expiring In 2018

        Mr. Hanson, age 52, has been our President and Chief Executive Officer since January 1, 2012. He joined ION in May 2006 as our Executive Vice President and Chief Financial Officer and was appointed our President and Chief Operating Officer in August 2011. Prior to joining ION, Mr. Hanson served as the Executive Vice President and Chief Financial Officer of Alliance Imaging, Inc., a NYSE-listed provider of diagnostic imaging services to hospitals and other healthcare providers, from July 2004 until November 2005. From 1998 to 2003, Mr. Hanson held a variety of positions at Fisher Scientific International, Inc., a NYSE-listed manufacturer and supplier of scientific and healthcare products and services, including Vice President Finance of the Healthcare group from 1998 to 2002 and Chief Operating Officer from 2002 to 2003. From 1986 until 1998, Mr. Hanson served in various positions with Culligan Water Conditioning, an international manufacturer of water treatment products and producer and retailer of bottled water products, most recently as Vice President of Finance and Chief Financial Officer. Mr. Hanson received a Bachelor's degree in engineering from the University of New Brunswick and a Master of Business Administration degree from Concordia University in Montreal.

        Mr. Hanson's day-to-day leadership and involvement with our Company provides him with personal knowledge regarding our operations. In addition, Mr. Hanson's financial experience and skills and technical background enable the Board to better understand and be informed with regard to our Company's operations, prospects and financial condition.

        Mr. Hao, age 53, has been employed by China National Petroleum Corporation ("CNPC"), China's largest oil company, and its affiliates in various positions of increasing responsibility since 1984. Since 2006, Mr. Hao has been Chief Geophysicist of BGP Inc., China National Petroleum Corporation ("BGP"). BGP is a subsidiary of CNPC and is the world's largest land seismic contractor. From 2004 to 2006, Mr. Hao was assistant President of BGP, and from 2002 to 2004, he managed the marine department at BGP. From 2000-2002, Mr. Hao was manager of Dagang Geophysical Company, Dagang Oilfield, CNPC. Between 1984 and 2000, Mr. Hao served in various management positions at Dagang Geophysical Company, Dagang Oilfield and CNPC. Mr. Hao is a member of the Finance Committee of our Board. He holds a Bachelor of Science degree in geophysical exploration from China Petroleum University and Masters of Business Administration degrees from the University of Houston and Nankai University in China.

        Mr. Hao has over 25 years of experience in geophysical technology research and development, particularly in seismic data processing and seismic data acquisition system research and development management. Mr. Hao's position with BGP and his extensive knowledge of the global seismic industry enables our Board to receive current input and advice reflecting the perspectives of our seismic contractor customers. In addition, our land equipment joint venture with BGP and the ever-increasing importance of China in the global economy and the worldwide oil and gas industry has elevated our commercial involvement with China and Chinese companies. Mr. Hao's insights with regard to issues relating to China provide our Board with a valuable resource.

        Mr. Hao was appointed to our Board of Directors under the terms of an agreement with BGP in connection with BGP's purchase of approximately 1,585,969 shares of our Common Stock in March 2010. Under the agreement, BGP is entitled to designate one individual to serve as a member of our Board unless BGP's ownership of our Common Stock falls below 10%. In January 2011, Mr. Hao replaced Guo Yueliang, BGP's initial appointee to our Board.

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        Mr. Lapeyre, age 64, served as Chairman of our Board from 1999 until January 1, 2012, and again from January 1, 2013 until present. During 2012, Mr. Robert P. Peebler held the role of Executive Chairman and Mr. Lapeyre served as Lead Independent Director. Mr. Lapeyre has been President of Laitram L.L.C., a privately-owned, New Orleans-based manufacturer of food processing equipment and modular conveyor belts, and its predecessors since 1989. Mr. Lapeyre joined our Board when we bought the DigiCOURSE marine positioning products business from Laitram in 1998. Mr. Lapeyre is Chairman of the Governance Committee and a member of the Audit and Compensation Committees of our Board. He holds a Bachelor of Art degree in history from the University of Texas and Master of Business Administration and Juris Doctorate degrees from Tulane University.

        Mr. Lapeyre's status as a significant shareholder of our Company enables our Board to have direct access to the perspective of our shareholders and ensures that the Board will take into consideration the interests of our shareholders in all Board decisions. In addition, Mr. Lapeyre has extensive knowledge regarding the marine products and technology that we acquired from Laitram in 1998.

Class II Director—Term Expiring In 2019

        From May 2011 until December 2012, Mr. Barr, age 67, served as the President and Chief Executive Officer of Logan International Inc., a Calgary-based Toronto Stock Exchange (TSX)-listed manufacturer and provider of oilfield tools and services. In 2009, Mr. Barr retired from Baker Hughes Incorporated, an oilfield services and equipment provider, after serving for 36 years in various manufacturing, marketing, engineering and product management functions. At the time of his retirement, Mr. Barr was Group President—Eastern Hemisphere, responsible for all Baker Hughes products and services for Europe, Russia/Caspian, Middle East, Africa and Asia Pacific. From 2007 to 2009, he served as Group President—Completion & Production, and from 2005 to 2007, as Group President—Drilling and Evaluation. Mr. Barr served as President of Baker Atlas, a division of Baker Hughes Inc., from 2000 to 2005, and served as Vice President, Supply Chain Management for the Cameron division of Cameron International Corporation from 1999 to 2000. Prior to 1999, he held positions of increasing responsibility within Baker Hughes Inc. and its affiliates, including Vice President—Business Process Development and various leadership positions with Hughes Tool Company and Hughes Christensen. Mr. Barr initially joined Hughes Tool Company in 1972 after graduating from Texas Tech University with a Bachelor of Science degree in mechanical engineering. Since 2010, Mr. Barr continues to serve as the Chairman of the Board and on the Compensation Committee of Probe Holdings, Inc. (a designer and manufacturer of oilfield technology and tools). Since 2011, he has also been serving on the Board of Directors, Compensation Committee, and as, Chairman of the Safety and Social Responsibility Committee of Enerplus Corporation (a NYSE- and TSX-listed independent oil and gas exploration and production ("E&P") company). He formerly served on the Board of Directors and Compensation Committee of Logan International Inc., and on the Board of Directors and Audit, Remuneration and Governance Committees of Hunting PLC, a London Stock Exchange-listed provider of energy services. Mr. Barr is a member of the Compensation and Governance Committees of our Board.

        Mr. Barr's more than 36 years of experience in the oilfield equipment and services industry provides a uniquely valuable industry perspective for our Board. While at Baker Hughes, Mr. Barr obtained experience within a wide range of company functions, from engineering to group President. His breadth of experience enables him to better understand and inform the Board regarding a range of issues and decisions involved in the operation of our business, including development of business strategy.

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        Mr. Myers, age 64, has served as a Senior Advisor of Quantum Energy Partners, a private equity firm for the global energy industry, since February 2013. From 2009 to 2012, he was an Operating Advisor with Paine & Partners, LLC, a private equity firm focused on leveraged buyout transactions. Prior to joining Paine & Partners, Mr. Myers was employed by Cameron International Corporation, an international manufacturer of oil and gas flow control equipment, as Senior Vice President, General Counsel and Corporate Secretary (from 1995 to 1999), President of the Cooper Energy Services Division (from 1998 until 2001), Senior Vice President (from 2001 to 2003), Senior Vice President and Chief Financial Officer (from 2003 to 2008) and Senior Advisor (from 2008 to 2009). Prior to joining Cameron, he was Senior Vice President and General Counsel of Baker Hughes Incorporated, an oilfield services and equipment provider, and an attorney and partner with the law firm of Fulbright & Jaworski L.L.P. in Houston, Texas. Mr. Myers also currently serves on the Boards of Directors of Comfort Systems USA, Inc. (a NYSE-listed provider of heating, ventilation and air conditioning services), HollyFrontier Corporation (a NYSE-listed independent oil refining and marketing company) and Forum Energy Technology, Inc. (a NYSE-listed oilfield equipment manufacturing company). Mr. Myers is Chairman of the Compensation Committee, co-Chairman of the Finance Committee and a member of the Governance Committee of our Board. He holds a Bachelor of Science degree in industrial engineering from Mississippi State University and a Juris Doctorate degree with Honors from the University of Mississippi.

        Mr. Myers' extensive experience as both a financial and legal executive makes him uniquely qualified as a valuable member of our Board and the Chairman of our Compensation Committee. While at Cameron, Baker Hughes and Fulbright & Jaworski, Mr. Myers was responsible for numerous successful finance and acquisition transactions, and his expertise gained through those experiences have proved to be a significant resource for our Board. In addition, Mr. Myers' service on Boards of Directors of other NYSE-listed companies enables Mr. Myers to observe and advise on favorable governance practices pursued by other public companies.

        Mr. Nelson, age 75, joined our Board in 2004. In 2004, Mr. Nelson retired from Cal Dive International, Inc. (now named Helix Energy Solutions Group, Inc.), a marine contractor and operator of offshore oil and gas properties and production facilities, where he was a founding shareholder, Chief Financial Officer (prior to 2000), Vice Chairman (from 2000 to 2004) and a Director (from 1990 to 2004). From 1985 to 1988, Mr. Nelson was the Senior Vice President and Chief Financial Officer of Diversified Energies, Inc., a NYSE-traded company with $1 billion in annual revenues and the former parent company of Cal Dive. From 1980 to 1985, Mr. Nelson served as Chief Financial Officer of Apache Corporation, an oil and gas E&P company. From 1966 to 1980, Mr. Nelson was employed with Arthur Andersen & Co. where, from 1976 to 1980, he was a partner serving on the firm's worldwide oil and gas industry team. Mr. Nelson also currently serves on the Board of Directors and Audit Committees of Oil States International, Inc. (a NYSE-listed diversified oilfield services company) and W&T Offshore, Inc. (a NYSE-listed oil and natural gas E&P company), where he was appointed to the Governance Committee in late 2016. From 2010 until October 2012, Mr. Nelson also served on the Board of Directors and Audit and Compensation Committees of the general partner of Genesis Energy LP, an operator of oil and natural gas pipelines and provider of services to refineries and industrial gas users. From 2005 until the Company's sale in 2008, he served as a member of the Board of Directors, a member of the Compensation Committee and Chair of the Audit Committee of Quintana Maritime, Ltd., a provider of dry bulk cargo shipping services based in Athens, Greece. Mr. Nelson, who is also a Certified Public Accountant, is Chairman of the Audit Committee and co-Chairman of the Finance Committee of our Board. He holds a Bachelor of Science degree in accounting from Holy Cross College and a Master of Business Administration degree from Harvard University.

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        Mr. Nelson is an experienced financial leader with the skills necessary to lead our Audit Committee. His service as Chief Financial Officer of Cal Dive International, Inc., Diversified Energies, Inc. and Apache Corporation, as well as his years with Arthur Andersen & Co., make him a valuable asset to ION, both on our Board and as the Chairman of our Audit Committee, particularly with regard to financial and accounting matters. In addition, Mr. Nelson's service on audit committees of other companies enables Mr. Nelson to remain current on audit committee best practices and current financial reporting developments within the energy industry.

Board of Directors and Corporate Governance

        Governance Initiatives.    ION is committed to excellence in corporate governance and maintains clear practices and policies that promote good corporate governance. We review our governance practices and update them, as appropriate, based upon Delaware law, rules and listing standards of the NYSE, SEC regulations and practices recommended by our outside advisors.

        Examples of our corporate governance initiatives include the following:

•

Seven of our eight Board members are independent of ION and its management. R. Brian Hanson, our President and Chief Executive Officer, is not independent because he is an employee of ION.



•

All members of the principal standing committees of our Board—the Audit Committee, the Governance Committee and the Compensation Committee—are independent.



•

The independent members of our Board and each of the principal committees of our Board meet regularly without the presence of management. The members of the Audit Committee meet regularly with representatives of our independent registered public accounting firm without the presence of management. The members of the Audit Committee also meet regularly with our manager of internal audit without the presence of other members of management.



•

Our Audit Committee has at least one member who qualifies as a "financial expert" in accordance with Section 407 of the Sarbanes-Oxley Act of 2002.



•

The Board has adopted written Corporate Governance Guidelines to assist its members in fulfilling their responsibilities.



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Under our Corporate Governance Guidelines, Board members are required to offer their resignation from the Board if they retire or materially change the position they held when they began serving as a director on the Board.



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We comply with and operate in a manner consistent with regulations prohibiting loans to our directors and executive officers.



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Members of our Disclosure Committee, consisting of management employees and senior finance and accounting employees, review all quarterly and annual reports before filing with the SEC.



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We have a dedicated hotline and website available to all employees to report ethics and compliance concerns, anonymously if preferred, including concerns related to accounting, accounting controls, financial reporting and auditing matters. The hotline and website are administered and monitored by an independent hotline monitoring company. The Board has adopted a policy and procedures for the receipt, retention and treatment of complaints and employee concerns received through the hotline or website. The policy is available on our website athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol-govhighlights.



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On an annual basis, each director and each executive officer is obligated to complete a questionnaire that requires disclosure of any transactions with ION in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.

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•

We have included as Exhibits 31.1 and 31.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC, certificates of our Chief Executive Officer and Chief Financial Officer, respectively, certifying as to the quality of our public disclosure. In addition, in 2016, we submitted to the NYSE a certificate of our Chief Executive Officer certifying that he is not aware of any violation by ION of the NYSE corporate governance listing standards.



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Our internal audit controls function maintains critical oversight over the key areas of our business and financial processes and controls, and provides reports directly to the Audit Committee.



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We have a compensation recoupment (clawback) policy that applies to our current and former executive officers. The policy is available on our website athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol-govhighlights.



•

We have stock ownership guidelines for our non-employee directors and senior management.



•

Our employment contracts with our Chief Executive Officer, Chief Financial Officer and other employees do not contain a "single-trigger" change of control severance provision or entitle the employee to tax gross-up benefits.

        Majority Voting Procedure for Directors.    Our Corporate Governance Guidelines require a mandatory majority voting, director resignation procedure. Any director nominee in an uncontested election who receives a greater number of votes "withheld" from his election than votes "for" such election is required to promptly tender to the Board his resignation following certification of the shareholder vote. Upon receipt of the resignation, the Governance Committee will consider the resignation offer and recommend to the Board whether to accept it. The Board will act on the Governance Committee's recommendation within 120 days following certification of the shareholder vote. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation. Thereafter, the Board will promptly disclose its decision whether to accept the director's resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a Current Report on Form 8-K furnished to the SEC.

        Code of Ethics.    We have adopted a Code of Ethics that applies to all members of our Board and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and all other senior members of our finance and accounting departments. An updated version of our Code of Ethics was approved by the Board on November 4, 2014. We require all employees to adhere to our Code of Ethics in addressing legal and ethical issues encountered in conducting their work. The Code of Ethics requires that our employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, promote full and accurate financial reporting and otherwise act with integrity and in ION's best interest. Every year our management employees and senior finance and accounting employees affirm their compliance with our Code of Ethics and other principal compliance policies. New employees sign a written certification of compliance with these policies upon commencing employment.

        We have made our Code of Ethics, Corporate Governance Guidelines, charters for the principal standing committees of our Board and other information that may be of interest to investors available on the Investor Relations section of our website athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol-govhighlights. Copies of this information may also be obtained by writing to us at ION Geophysical Corporation, Attention: Executive Vice President, General Counsel and Corporate Secretary, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. Amendments to, or waivers from, our Code of Ethics will also be available on our website and reported as may be required under SEC rules; however, any technical, administrative or other non-substantive amendments to our Code of Ethics may not be posted.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

        Except as otherwise set forth below,        Please note that the following table sets forthpreceding Internet address and all other Internet addresses referenced in this Proxy Statement are for information as of December 4, 2015, with respect to the number of shares of Common Stock owned by (i) each person known by uspurposes only and are not intended to be a beneficial owner of more than 5% ofhyperlink. Accordingly, no information found or provided at such Internet addresses or at our Common Stock, (ii) each named executive officer and directorwebsite in general is intended or deemed to be incorporated by reference herein.

        Lead Independent Director.    James M. Lapeyre, Jr. serves as our Chairman of the Company and (iii) all of our directors and executive officers as a group. Except where information was otherwise known by us, we have relied solely upon filings of Schedules 13D and 13G to determine the number of shares of our Common Stock owned by each person known to us to be the beneficial owner of more than 5% of our Common Stock as of such date.

EXECUTIVE COMPENSATION

Introductory note: Under the ruleseach Committee of the SEC, because our stockholders will be taking action with respectBoard, as to the 2013 LTIP atappropriate information, agendas and schedules of Board and Committee meetings;

Certain of the duties and powers described above are to be conducted in conjunction with our Chairman of the following table, whom we referBoard if the Lead Independent Director is not also the Chairman of the Board.

        Communications to Board and Lead Independent Director.    Shareholders and other interested parties may communicate with the Board and our Lead Independent Director or non-management independent directors as a group by writing to "Chairman of the Board" or "Lead Independent Director," c/o Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. Inquiries sent by mail will be reviewed by our named executive officers:Corporate Secretary and, if they pertain to the functions of the Board or committees of the Board or if the Corporate Secretary otherwise determines that they should be brought to the intended recipient's attention, they will be forwarded to the intended recipient. Concerns relating to accounting, internal controls, auditing or compliance matters will be brought to the attention of our Audit Committee and handled in accordance with procedures established by the Audit Committee.

        Base salaries for several of our named executive officers were increased in January 2015, consistent with our usual base salary review process and practice. Payments under our annual bonus incentive plan for 2014 reflected our performancedirector has an affiliation, and the levelfrequency or regularity of achievementthe services, whether the services are being carried out at arm's length in the ordinary course of our 2014 plan performance goals. In 2014,business and whether the Compensation Committee determinedservices are being provided substantially on the same terms to ION as those prevailing at the time from unrelated parties for comparable transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. Factors that the bonus availableBoard may consider when determining independence for awards paid to our namedpurposes of this determination include (1) not being a current employee of ION or having been employed by ION within the last three years; (2) not having an immediate family member who is, or who has been within the last three years, an executive officers underofficer of ION; (3) not personally receiving or having an immediate family member who has received, during any 12-month period within the 2014 plan should be based on our consolidated adjusted operating incomelast three years, more than $120,000 per year in direct compensation from ION other than director and cash flow generation duringcommittee fees; (4) not being employed or having an immediate family member employed within the fiscal year. In early 2015, the Compensation Committee reviewed the Company's adjusted operating income and cash flow production and approved the bonus for each namedlast three years as an executive based on individual andofficer of another company performance. In approving the individual awards to our namedof which any current executive officers in February 2015, the Compensation Committee noted that our named executive officers' efforts had enabled us to drive our financial performance during a challenging economic period for the seismic industry while,officer of ION serves or has served, at the same time, improving our liquidityon that company's compensation committee; (5) not being an employee of or a current partner of, or having an immediate family member who is a current partner of, a firm that is ION's internal or external auditor; (6) not having an immediate family member who is a current employee of such an audit firm who personally works on ION's audit; (7) not being or having an immediate family member who was within the last three years a partner or employee of such an audit firm and positioning uswho personally worked on ION's audit within that time; (8) not being a current employee, or having an immediate family member who is a current executive officer, of a company that has made payments to, take advantageor received payments from, ION for property or services in an amount that, in any of the next upturnlast three fiscal years, exceeds the greater of $1 million or 2% of the other company's consolidated gross revenues; or (9) not being an executive officer of a charitable organization to which, within the preceding three years, ION has made charitable contributions in any single fiscal year that has exceeded the greater of $1 million or 2% of such organization's consolidated gross revenues.

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        Our Board has affirmatively determined that, with the exception of R. Brian Hanson, who is our President and Chief Executive Officer and an employee of ION, no director has a material relationship with ION within the meaning of the NYSE's listing standards, and that each of our directors (other than Mr. Hanson) is independent from management and from our independent registered public accounting firm, as required by NYSE listing standard rules regarding director independence.

        Our Chairman and Lead Independent Director, Mr. Lapeyre, is an executive officer and significant shareholder of Laitram, L.L.C., a company with which ION has ongoing contractual relationships, and Mr. Lapeyre and Laitram together owned approximately 10.3% of our outstanding Common Stock as of February 28, 2017. Our Board has determined that these contractual relationships have not interfered with Mr. Lapeyre's demonstrated independence from our management, and that the services performed by Laitram for ION are being provided at arm's length in the energy cycle.ordinary course of business and substantially on the same terms to ION as those prevailing at the time from unrelated parties for comparable transactions. In addition, the Compensation Committeeservices provided by Laitram to ION resulted in payments by ION to Laitram in an amount less than 1% of Laitram's 2016 consolidated gross revenues. As a result of these factors, our Board has determined that Mr. Lapeyre, along with each named executive officer had individually performed at or aboveof our other non-management directors, is independent within the expected levelmeaning of the NYSE's director independence standards. For an explanation of the contractual relationship between Laitram and was a significant contributor to our overall financial performance forION, please see "—Certain Transactions and Relationships" below.

        Our director, Mr. Hao, is employed as Chief Geophysicist of BGP. For an explanation of the year.

        The annual grants made to our named executive officers under our long-term stock incentive plan on March 1, 2014 were generally consistent with grants made to named executive officers in previous years.relationships between BGP and ION, please see "—Certain Transactions and Relationships" below.

        Consideration of Say-On-Pay Result.Risk Oversight.    At our 2014 Annual MeetingOur Board oversees an enterprise-wide approach to risk management, designed to support the achievement of Stockholders held on May 21, 2014, our stockholders approved allorganizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of our director nomineesrisk management is not only understanding the risks a company faces and proposals, including a non-binding advisory ("say-on-pay") votewhat steps management is taking to approvemanage those risks, but also understanding what level of risk is appropriate for the compensation of our executive officers. In the advisory executive compensation vote, over 98%Company. The involvement of the votes castfull Board in setting ION's business strategy is a key part of its assessment of the Company's appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company. The Board also regularly reviews information regarding the Company's credit, liquidity and operations, as well as the risks associated with each. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on the proposal voted in favor of our executive compensation. Our general goal since our 2014 Annual Meeting has been to continue to act consistently with the established practices that were overwhelmingly approved by our stockholders. We believe that we have accomplished that goal.financial risk, including internal controls, and receives an annual risk assessment report from ION's internal auditors. In addition, becausein setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with ION's business strategies. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

        Board Leadership.    Our current Board leadership structure consists of a Chairman of the Board (who is not our stockholders votedcurrent CEO), a Lead Independent Director (who is also our Chairman of the Board) and strong independent committee chairs. The Board believes this structure provides independent Board leadership and engagement and strong independent oversight of management while providing the benefit of having our Chairman and Lead Independent Director lead regular Board meetings as we discuss key business and strategic issues. Mr. Lapeyre, a non-employee independent director, serves as our Chairman of the Board and Lead Independent Director. Mr. Hanson has served as our CEO since January 1, 2012. We separate the roles of CEO and Chairman of the Board in a non-binding advisory vote held atrecognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman provides guidance to the CEO and sets the agenda for Board meetings and presides over the meetings of the full Board. Separating these positions allows our 2011 Annual MeetingCEO to focus on our day-to-day business, while allowing the Chairman to lead the Board in favorits fundamental role of our holding an advisory ("say-on-frequency") vote on executive compensation every year, we will continueproviding advice to, hold an annual advisory vote to approve the compensation of our named executive officers. When and if our Board determines that it is in the best interest of our Company to hold our say-on-pay vote with a different frequency, we will propose such a change to our stockholders at the next annual meeting of stockholders to be held following the 'Board's determination. Presently, under SEC rules, we are not required to hold another say-on-frequency vote again until our 2017 Annual Meeting of Stockholders.

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independent oversight of, management. The Board recognizes the time, effort and energy that the CEO is required to devote to his position, as well as the commitment required to serve as our Chairman. The Board believes that having separate positions is the appropriate leadership structure for our Company at this time and demonstrates our commitment to good corporate governance.

        Political Contributions and Lobbying.    Our Code of Ethics prohibits company contributions to political candidates or parties. In addition, we do not advertise in or purchase political publications, allow company assets to be used by political parties or candidates, use corporate funds to purchase seats at political fund raising events, or allow company trademarks to be used in political or campaign literature. ION is a member of certain trade associations that may use a portion of their membership dues for lobbying and/or political expenditures.

Committees of the Board

        The Board has established four standing committees to facilitate and assist the Board in the execution of its responsibilities. The four standing committees are the Audit Committee, the Compensation Committee, the Governance Committee and the Finance Committee. Each standing committee operates under a written charter, which sets forth the functions and responsibilities of the committee. A copy of the charter for each of the Audit Committee, the Compensation Committee and the Governance Committee can be viewed on our website athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol-govhighlights. A copy of each charter can also be obtained by writing to us at ION Geophysical Corporation, Attention: Corporate Secretary, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. The Audit Committee, Compensation Committee, Governance Committee and Finance Committee are composed entirely of non-employee directors. In addition, the Board establishes temporary special committees from time to time on an as-needed basis. During 2016, the Audit Committee met five times, the Compensation Committee met five times, the Governance Committee met three times, and the Finance Committee met once.

        The current members of the four standing committees of the Board are identified below.

Audit Committee

        The Audit Committee is a separately-designated standing audit committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee oversees matters relating to financial reporting, internal controls, risk management and compliance. These responsibilities include appointing, overseeing, evaluating and approving the fees of our independent auditors, reviewing financial information that is provided to our shareholders and others, reviewing with management our system of internal controls and financial reporting processes, and monitoring our compliance program and system.

        The Board has determined that each member of the Audit Committee is financially literate and satisfies the definition of "independent" as established under the NYSE corporate governance listing

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standards and Rule 10A-3 under the Exchange Act. In addition, the Board has determined that Mr. Nelson, the Chairman of the Audit Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations, and that he has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and Rule 10A-3.

Corporate Governance
Compensation Committee

        General.    The Compensation Committee has responsibility for the compensation of our executive officers, including our Chief Executive Officer, and the administration of our executive compensation and benefit plans. The Compensation Committee also has authority to retain or replace outside counsel, compensation and benefits consultants or other experts to provide it with independent advice, including the authority to approve the fees payable and any other terms of retention. All actions regarding executive officer compensation require Compensation Committee approval. The Compensation Committee completes a comprehensive review of all elements of compensation at least annually. If it is determined that any changes to any executive officer's total compensation are necessary or appropriate, the Compensation Committee obtains such input from management as it determines to be necessary or appropriate. All compensation decisions with respect to executives other than our Chief Executive Officer are determined in discussion with, and frequently based in part upon the recommendation of, our Chief Executive Officer. The Compensation Committee makes all determinations with respect to the compensation of our Chief Executive Officer, including, but not limited to, establishing performance objectives and criteria related to the payment of his compensation, and determining the extent to which such objectives have been established, obtaining such input from the Compensation Committee's independent compensation advisors as it deems necessary or appropriate.

        As part of its responsibility to administer our executive compensation plans and programs, the Compensation Committee, usually near the beginning of the calendar year, establishes the parameters of the annual incentive plan awards, including the performance goals relative to our performance that will be applicable to such awards and the similar awards for our other senior executives. It also reviews our performance against the objectives established for awards payable in respect of the prior calendar year, and confirms the extent, if any, to which such objectives have been obtained, and the amounts payable to each of our executive officers in respect of such achievement.

        The Compensation Committee also determines the appropriate level and type of awards, if any, to be granted to each of our Boardexecutive officers pursuant to our equity compensation plans, and approves the total annual grants to other key employees, to be granted in accordance with a delegation of authority to our corporate human resources officer.

        The Compensation Committee reviews, and approves, or recommendshas the authority to recommend to the Board for adoption, any new executive compensation or benefit plans that are determined to be appropriate for adoption by ION, including those that are not otherwise subject to the approval all salary andof our shareholders. It reviews any contracts or other remuneration for our executivetransactions with current or former elected officers and oversees matters relating to our employee compensation and benefit programs. No member of the corporation. In connection with the review of any such proposed plan or contract, the Compensation Committee is an employeemay seek from its independent advisors such advice, counsel and information as it determines to be appropriate in the conduct of ION.such review. The Compensation Committee will direct such outside advisors as to the information it requires in connection with any such review, including data regarding competitive practices among the companies with which ION generally compares itself for compensation purposes.

        Compensation Committee Interlocks and Insider Participation.    The Board has determined that each member of the Compensation Committee satisfies the definition of "independent" as established inunder the NYSE corporate governance listing standards. In determining the independence of eachNo member of the Compensation Committee the Board considered all factors specifically relevant to determining whether the director has a relationship to our company that is, material to the director's ability to be independent from management in the executionor was during 2016, an officer or employee of his duties as a Compensation Committee member, including, but not limited to:

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the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by us to the director; and



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whether the directorION. Mr. Lapeyre is affiliated with our company, a subsidiary or affiliate.

        When considering the director's affiliation with us for purposes of independence, the Board considered whether the affiliate relationship places the director under the direct or indirect control of our company or its senior management, or creates a direct relationship between the director and members of senior management, in each case, of a nature that would impair the director's ability to make independent judgments about our executive compensation.

        The Compensation Committee operates pursuant to a written charter that sets forth its functions and responsibilities. A copy of the charter can be viewed on our website at http://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol-govhighlights. For a description of the responsibilities of the Compensation Committee, see "Item 1.—Election of Directors—Committees of the Board—Compensation Committee" above.

        During 2014, the Compensation Committee met in person or by conference call four times. In addition, the Compensation Committee took action by unanimous written consent, as permitted under Delaware law and our Bylaws, two times during 2014, primarily to approve individual non-executive employee grants of restricted stock and stock options. We believe that each of these individual grants made by unanimous written consent of the Compensation Committee complied with the applicable grant date requirements under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (ASC) 718, "Compensation—Stock Compensation" ("ASC Topic 718").

Compensation Consultants

        The Compensation Committee has the authority and necessary funding to engage, terminate and pay compensation consultants, independent legal counsel and other advisors in its discretion. Prior to retaining any such compensation consultant or other advisor, the Compensation Committee evaluates the independence of such advisor and also evaluates whether such advisor has a conflict of interest. During 2011, the Compensation Committee engaged Performensation Consulting, an equity compensation consulting firm, to provide advisory services with regard to the preparation of our 2011 proxy statement and to provide the Compensation Committee with analysis on the number of shares to propose to stockholders to add to our stock plan at our 2011 Annual Meeting for future grants to employees and directors. During 2011, the Compensation Committee also engaged Aon Hewitt as its consultant in connection with the promotion of Mr. Hanson to Chief Executive Officer. From 2012-2014, at the recommendation of our management, the Compensation Committee has approved and engaged Performensation Consulting to provide advisory services with regard to the preparation of our proxy statements.