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ION GEOPHYSICAL CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 21, 2014

Item 5.07. Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

On May 21, 2014, ION Geophysical Corporation (the "Company") held its Annual Meeting of Stockholders (the "Meeting") in Houston, Texas. Of the 165,286,432 shares of common stock outstanding and entitled to vote as of the record date, 153,260,916 shares (92.7%) were present or represented by proxy at the Meeting. At the Meeting, the Company's stockholders approved all of the nominees and proposals, specifically (1) the election of Michael C. Jennings and John N. Seitz as directors to hold office until the 2017 Annual Meeting of Stockholders or until their successors are elected, (2) the compensation of the Company's executive officers and (3) the ratification of Grant Thornton LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. In the non-binding advisory vote to approve the compensation of the Company's executive officers, approximately 98% of the votes cast on the proposal voted to approve the compensation of the Company's executive officers.

The results of the voting on the matters submitted to the stockholders were as follows:

Votes Cast For Votes Withheld 1. Election of Directors for a Three-Year Term Expiring in 2017 Michael C. Jennings 126,476,641 2,481,518 John N. Seitz 93,444,956 35,513,203 For Against Abstain Broker Non- Votes 2. Advisory Vote to Approve Executive Compensation 126,239,841 2,390,981 327,337 24,302,757 3. Ratification of Grant Thornton LLC as Independent Registered Public Accountants 152,555,698 649,962 55,256 -

In addition, the terms of the following directors continued after the meeting:

James M. Lapeyre, Jr. (Chairman) David H. BarrR. Brian HansonHao HuiminFranklin MyersS. James Nelson, Jr. 2


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Source: Edgar Glimpses

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