Mind Technology Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 07:16

Proxy Results Form 8 K

Item 5.07
Submission of Matters to a Vote of Security Holders.
On December 12, 2024, at the 2024 Virtual Annual Meeting of Stockholders (the "Annual Meeting") of MIND Technology, Inc., a Delaware corporation (the "Company"), stockholders were requested to (1) elect five individuals to serve on the Board of Directors of the Company until the next annual meeting of stockholders, each until their respective successors are duly elected and qualified; (2) approve an amendment to the MIND Technology, Inc. Amended and Restated Stock Awards Plan (the "Plan" or the "Stock Awards Plan") to increase the number of shares authorized for issuance by 200,000 shares (the "Fourth Amendment"); (3) approve, on an advisory basis, Named Executive Officer compensation; (4) vote, on an advisory basis, on the frequency of future advisory votes on Named Executive Officer compensation; and (5) ratify the selection by the Audit Committee of the Board of Directors of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025. Each proposal is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 25, 2024.
The results of voting on the proposals submitted to vote of the Company's stockholders are set forth below.
1. The election of five individuals to serve on the Board of Directors until the next annual meeting of stockholders, to hold office until their respective successors are duly elected and qualified. All nominees were re-elected as directors by the votes indicated:
Nominee
Voted For
Votes Withheld
Broker Non-Votes
Peter H. Blum
1,780,260
768.982
3,501,183
Robert P. Capps
2,358,099
191,143
3,501,183
William H. Hilarides
2,070,066
479,176
3,501,183
Thomas S. Glanville
2,066,235
483,007
3,501,183
Alan P. Baden
2,095,720
453,522
3,501,183
2.
The approval of the Fourth Amendment to the Stock Awards Plan:
Voted For
Voted Against
Abstentions
Broker Non-Votes
2,173,766
269,703
105,773
3,501,183
3.
The approval, on an advisory basis, of Named Executive Officer compensation:
Voted For
Voted Against
Abstentions
Broker Non-Votes
2,039,890
417,012
92,340
3,501,183
4.
The approval, on an advisory basis, of the frequency of future advisory votes on Named Executive Officer compensation:
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
2,349,535
33,425
80,275
86,007
3,501,183
5. The ratification of the selection of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025:
Voted For
Voted Against
Abstentions
Broker Non-Votes
5,820,575
182,169
47,681
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