Geospace Technologies (GEOS) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on February 5, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of December 11, 2025, are entitled to vote, with materials distributed electronically per SEC rules.

• The Board recommends voting for all proposals, including the election of three Class I directors, ratification of RSM US LLP as auditors, and approval of executive compensation.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors for terms expiring in 2029, ratifying RSM US LLP as auditors for FY 2026, and a non-binding advisory vote on executive compensation.

• Stockholders may submit proposals for the 2027 meeting by September 3, 2026, and must follow advance notice provisions for other matters.

• Voting can be done electronically, by mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; all committee members are independent.

• The nominating committee values diversity in experience, skills, and background, and has a 15-year tenure limit for non-employee directors joining after August 6, 2020.

• Committees include audit, compensation, and nominating/governance, each with defined charters and regular evaluations.

• Board leadership is separated between the Chairman and CEO roles, with active succession planning and risk oversight.