MIND TECHNOLOGY INC
For the period ended Apr 25, 2024. Filed Mar 22, 2024.
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Apr 25, 2024 · Filed Mar 22, 2024
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DEF 14A 1 mind20240322_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
MIND Technology, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2002 TIMBERLOCH PLACE
SUITE 550
THE WOODLANDS, TEXAS 77380-1187
NOTICE OF VIRTUAL SPECIAL MEETING OF PREFERRED STOCKHOLDERS
TO BE HELD APRIL 25, 2024
March 22, 2024
To our Preferred Stockholders:
We will hold a Special Meeting of Preferred Stockholders (the “Special Meeting”) of MIND Technology, Inc., a Delaware corporation, on Thursday, April 25, 2024, at 9:00 a.m., Central Time. The meeting will be held in virtual meeting format. Preferred stockholders are encouraged to listen, vote and submit questions from any remote location that has Internet connectivity. If you plan to participate in the virtual meeting, please visit www.viewproxy.com/MINDTechnology/2024 and register by 11:59 p.m. Eastern Time on April 24, 2024. You will be able to log in to the Special Meeting using the password received via email in your registration confirmation. At the Special Meeting, preferred stockholders will be asked to:
| 1. | Approve an amendment to our Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative Preferred Stock (the “Preferred Stock Certificate”), in the form set forth in Appendix A to the attached proxy statement (the “Amendment”), to provide that, at the discretion of our Board of Directors deciding to file the Amendment with the Secretary of State of the State of Delaware at any time prior to July 31, 2024, each share of 9.00% Series A Cumulative Preferred Stock, $1.00 par value per share (the “preferred stock”), shall be converted into 2.7 shares of common stock, $0.01 par value per share (the “common stock”), upon the effective time of the Amendment (the “Preferred Stock Proposal”); and |
| 2. | Approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Preferred Stock Proposal. |
As a holder of preferred stock, you will be entitled to vote on proposals 1 and 2 above.
A proxy statement describing the matters to be considered at the Special Meeting to which you will be entitled to vote is attached to this notice. Our Board of Directors has established the close of business on February 27, 2024, as the record date for determining the preferred stockholders entitled to notice of and to vote at the Special Meeting, and any adjournment or postponement thereof. A list of preferred stockholders of record will be available for inspection at our Special Meeting, and during normal business hours at least ten days prior thereto, at our corporate office located at 2002 Timberloch Place, Suite 550, The Woodlands, Texas 77380.
Beneficial owners, owners of preferred stock whose shares are held of record by a broker, will receive instructions from your broker or other nominee describing how to vote your shares.
Even if you plan to attend the Special Meeting virtually, please complete, sign and mail the enclosed proxy card as promptly as possible in the accompanying envelope or use the telephone or internet voting.
Sincerely, /s/ Robert P. Capps Robert P. Capps President and Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE PREFERRED STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2024. The Notice of Virtual Special Meeting of Preferred Stockholders and our Proxy Statement for the Special Meeting, Annual Report on Form 10-K for the fiscal year ended January 31, 2023 and Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2023 are available at www.viewproxy.com/MINDTechnology/2024.
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