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IO ION Geophysical

Filed: 7 Jul 21, 4:32pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): July 7, 2021
   
 
ION Geophysical Corporation
(Exact name of registrant as specified in its charter) 
   
 
Delaware
(State or other jurisdiction
of Incorporation)
1-12691
(Commission
file number)
22-2286646
(I.R.S. Employer 
Identification No.)
 
2105 CityWest Blvd., Suite 100Houston, Texas 77042-2855
(Address of principal executive offices, zip code)
 
Registrant’s telephone number, including area code: (281) 933-3339
   
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per share
IO
New York Stock Exchange 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
 
--12-31
Item 5.03.       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On June 23, 2021, ION Geophysical Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted to approve an amendment (the “Declassification Amendment”) to the Company’s Certificate of Incorporation to declassify the Board of Directors (the “Board”) and provide for annual election of all directors, beginning with the Company’s 2022 Annual Meeting. Following such vote, on July 7, 2021, the Company filed the amendment to the Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Declassification Amendment. Following this amendment, every director whose terms expire in or after 2022 will stand for election for one-year terms as opposed to three year terms.
 
In connection with the Declassification Amendment proposal, the Board has adopted an amendment to the Bylaws (the “Amended and Restated Bylaws”), to declassify the Board, which became effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
 
The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
 
 
Item 9.01.        Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
Description
3.1Restated Certificate of Incorporation of ION Geophysical Corporation
3.2Amended and Restated Bylaws of ION Geophysical Corporation
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
 
 

 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
ION GEOPHYSICAL CORPORATION
  
 
By: /s/ Matthew Powers                                    
 Matthew Powers
 Executive Vice President, General Counsel and
 Corporate Secretary
Date: July 7, 2021