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MITCHAM INDUSTRIES INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 25, 2014



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

Mitcham Industries, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting") on July 24, 2014 in Huntsville, Texas. At the Annual Meeting, shareholders were requested to (1) elect six individuals to serve on the Board of Directors until the next annual meeting of shareholders, each until their respective successors are duly elected and qualified; (2) approve, on an advisory basis, Named Executive Officer compensation; and (3) ratify the selection by the Audit Committee of the Board of Directors of Hein & Associates LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2015. Each proposal was described in the Company's Notice of Annual Meeting and the Company's Definitive Proxy Statement on Schedule 14A, which were each filed with the Securities and Exchange Commission on May 30, 2014. The following actions were taken by the Company's shareholders at the Annual Meeting with respect to each of the proposals:

1. Elect six individuals to serve on the Board of Directors until the next annual meeting of shareholders, each 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 Billy F. Mitcham, Jr 10,000,794 335,165 1,719,702 Peter H. Blum 9,797,862 538,097 1,719,702 Robert P. Capps 9,501,656 834,303 1,719,702 R. Dean Lewis 9,968,663 367,296 1,719,702 John F. Schwalbe 9,754,637 581,322 1,719,702 Robert J. Albers 10,039,913 296,046 1,719,702 2. Approve, on an advisory basis, Named Executive Officer compensation: Voted For Voted Against Abstentions Broker Non-Votes 7,791,043 2,500,921 43,995 1,719,702 3. Ratify the selection by the Audit Committee of the Board of Directors of Hein & Associates LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2015: Voted For Voted Against Abstentions 11,635,287 376,883 43,491



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