Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On May 2, 2022, the Board of Directors (the “Board”) of MIND Technology, Inc.
(the “Company”) increased the number of directors from five to six to
reinstate a position previously eliminated due to the resignation of a director.
Nancy J. Harned and Alan P. Baden were appointed to fill the vacancies on the
Board. Ms. Harned and Mr. Baden will serve in the class of directors that will
stand for re-election at the 2022 Annual Meeting of Stockholders. Ms. Harned
will serve on the Nominating Committee and Strategic Planning Committee of the
Board. Mr. Baden will serve on the Audit Committee and Compensation Committee
of the Board. Neither Ms. Harned nor Mr. Baden had any related person
transactions with the Company as of the date of their appointment, and therefore
are both independent in accordance with Nasdaq rules. As a result of Mr.
Baden’s appointment, the Company is compliant with Nasdaq Listing
Rule 5605(c)(2)(A), which requires the Company’s Audit Committee be comprised of
three independent directors.
Ms. Harned and Mr. Baden will be eligible for compensation in accordance with
the Company’s standard compensation policies for non-employee directors as
described in the section entitled “Executive Compensation” in the Company’s
Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on May 28, 2021.
Item 7.01 Regulation FD Disclosure
On May 3, 2022, the Company issued a press release, a copy of which is attached
as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information in this Item 7.01 (including the press release attached as
Exhibit 99.1) is being furnished, not filed, for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and will not be incorporated by
reference into any filing under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description MIND Technology, Inc. press release dated May (c) Exhibits. 99.1 3, 2022 Cover Page Interactive Data File (embedded 104 within the Inline XBRL document)
© Edgar Online, source Glimpses