MIND Technology Announces New Date for Meeting of Preferred Stockholders and Revised Record Date

Rhea-AI Summary

MIND Technology announced that the virtual special meeting of its 9% Series A Cumulative Preferred Stock holders has been adjourned to August 29, 2024. This meeting aims to approve an amendment allowing each Preferred Stock share to be converted into 3.9 shares of common stock at the Board's discretion. A new record date of July 16, 2024, has been set, and previously cast proxies are now invalid. This was necessitated by significant trading activity post the previous record date, disenfranchising many stockholders. Over 680,000 shares, about 40% of the total outstanding, have been traded since then, prompting the need for a new vote.

Positive

• None.

Negative

• The Special Meeting has been adjourned multiple times, indicating potential delays in decision-making.
• Previously cast proxies are now invalid, causing procedural confusion among stockholders.
• Over 680,000 shares of Preferred Stock, representing 40% of the total, were traded since the last record date, suggesting instability in stockholder composition.

THE WOODLANDS, Texas, July 11, 2024 /PRNewswire/ -- MIND Technology, Inc. ("MIND" or the "Company") (Nasdaq: MIND; MINDP) reconvened its virtual special meeting (the "Special Meeting") of holders of its 9% Series A Cumulative Preferred Stock (the "Preferred Stock") today and then further adjourned the meeting until Thursday, August 29, 2024 at 9:00 a.m. Central Time.  The Special Meeting is being held to approve an amendment to the Certificate of Designations, Preferences and Rights of the Preferred Stock, which provides that each share of Preferred Stock may be converted into 3.9 shares of the Company's common stock, $0.01 par value per share, at the sole discretion of the Company's Board of Directors (the "Preferred Stock Proposal").  Preferred stockholders have previously approved a proposal to adjourn the Special Meeting one or more times to give the Company's management additional time to solicit additional proxies to approve the Preferred Stock Proposal.  Given the length of the adjournment, a new record date of Tuesday, July 16, 2024 has been established for the Special Meeting.

The Company will file a revised proxy statement with the Securities and Exchange Commission (the "SEC") and distribute such proxy to holders of record as of July 16, 2024 who will be eligible to vote at the Special Meeting.  Previously voted proxies are no longer valid.

Rob Capps, President and CEO of MIND, stated, "We understand that the new meeting date creates some confusion since previously cast proxies are no longer valid and must be voted again.  However, due to the volume of Preferred Stock traded subsequent to the previous record date of April 26, 2024, a significant number of preferred stockholders had become disenfranchised and were not able to vote.  Subsequent to the previous record date, more than 680,000 shares of Preferred Stock have been traded, which represents approximately 40% of the total shares outstanding.  We have been contacted by a number of such holders who expressed their concern.  By adjourning the Special Meeting to a later date and establishing a new record date, these holders will now be able to vote on the Preferred Stock Proposal.  We think that given the significant remaining unvoted shares and the strong support for the proposal from those who have voted, this is the most appropriate course of action," concluded Capps.

About MIND Technology

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom.  Its Seamap unit designs, manufactures, and sells specialized, high performance, marine exploration and survey equipment. 

Forward-looking Statements

Certain statements and information in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, our objectives for future operations, future orders and anticipated delivery of existing orders, and future payments of dividends are forward-looking statements.  The words "believe," "expect," "anticipate," "plan," "intend," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions.  Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers' capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, volatility in commodity prices for oil and natural gas.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

Important Additional Information And Where To Find It

MIND has filed with the SEC a definitive proxy statement on Schedule 14A on May 8, 2024, with respect to its solicitation of proxies for the Virtual Special Meeting of Preferred Stockholders (including any and all adjournments, postponements, continuations, and reschedulings thereof, the "Special Meeting"). PREFERRED STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER AMENDMENTS OR SUPPLEMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MIND'S SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by MIND free of charge through the website maintained by the SEC at www.sec.gov. 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, 2024 and our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2024 are available at

www.viewproxy.com/MINDTechnology/2024

Contacts:	Rob Capps, President & CEO
	MIND Technology, Inc.
	281-353-4475
	Ken Dennard / Zach Vaughan
	Dennard Lascar Investor Relations
	713-529-6600
	MIND@dennardlascar.com

 

View original content:https://www.prnewswire.com/news-releases/mind-technology-announces-new-date-for-meeting-of-preferred-stockholders-and-revised-record-date-302194931.html

SOURCE MIND Technology, Inc.

FAQ

What is the new date for MIND Technology's Special Meeting for Preferred Stockholders?

The new date for the Special Meeting is August 29, 2024.

What is the revised record date for MIND Technology's Preferred Stockholders' vote?

The new record date is July 16, 2024.

What is the Preferred Stock Proposal about?

The Preferred Stock Proposal allows each share of Preferred Stock to be converted into 3.9 shares of common stock at the Board's discretion.

Why were previously cast proxies for MIND Technology's Preferred Stockholders' vote invalidated?

Previously cast proxies were invalidated due to significant trading activity since the last record date, which disenfranchised many stockholders.

How many shares of MIND Technology's Preferred Stock were traded since the previous record date?

Over 680,000 shares of Preferred Stock, representing about 40% of the total outstanding, were traded since the previous record date.