Geospace Technologies Corporation
Extract: Bylaws Amendment (Plain English Desc) (Inactive) from a 8-K on 08/12/2019   Download
SEC Document
SEC Filing

On August 8, 2019, the board of directors (the “Board”) of Geospace Technologies Corporation (the “Corporation”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment to the Corporation’s bylaws (“Bylaws”), attached hereto as Exhibit 3.1 (the “Amendment”).

The Amendment clarifies and enhances certain procedural safeguards and disclosure requirements with respect to the submission to the Corporation of an advance notice of proposed director nominations and/or other proposed business by shareholders intending to bring such business before an annual or special meeting of the shareholders (an “Advance Notice”). Specifically, the Amendment (i) clarifies the deadline by which nominating shareholders must provide written notice to the Corporation that they intend to nominate persons for election at any special meeting of the shareholders, (ii) clarifies that any proposed nominee may be required to furnish certain additional information at the request of the Corporation by means of questionnaires or by other means, and (iii) clarifies that with respect to Advance Notices at annual meetings, in addition to special meetings, nominating shareholders are required to update and supplement, on a timely basis, the information in the Advance Notice if any of the information contained in such Advance Notice becomes inaccurate or incomplete after it is submitted. The Amendment also corrects and updates cross-references.