Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders.
On Juily 22, 2026, at the 2026 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of MIND Technology, Inc., a Delaware corporation (the “Company”), stockholders were requested to (1) elect five individuals to serve on the Board of Directors of the Company until the next annual meeting of stockholders, each until their respective successors are duly elected and qualified; (2) approve an amendment to the MIND Technology, Inc. Amended and Restated Stock Awards Plan (the “Plan” or the “Stock Awards Plan”) to increase the number of shares authorized for issuance by 400,000 shares (the “Sixth Amendment”); (3) approve, on an advisory basis, Named Executive Officer compensation; and (4) ratify the selection by the Audit Committee of the Board of Directors of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. Each proposal is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 30, 2026.
The results of voting on the proposals submitted to vote of the Company's stockholders are set forth below.
1. The election of five individuals to serve on the Board of Directors until the next annual meeting of stockholders, to hold office 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
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Peter H. Blum 1,238,420 1,173,819 3,479,078
Robert P. Capps 1,334,365 1,077,874 3,479,078
William H. Hilarides 1,313,176 1,099,063 3,479,078
Thomas S. Glanville 1,315,132 1,097,107 3,479,078
Alan P. Baden 1,316,768 1,095,471 3,479,078
The approval of the Sixth Amendment to the Stock Awards Plan:
Voted For Voted Against Abstentions Broker Non-Votes
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1,242,540 1,115,811 53,886 3,479,078
The approval, on an advisory basis, of Named Executive Officer compensation:
Voted For Voted Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────
1,243,941 1,107,886 60,410 3,479,078
The ratification of the selection of Baker Tilley US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Voted For Voted Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────
5,539,605 251,908 99,804 —