Global Geophysical Services' CEO Hosts 2013 Annual Shareholder Meeting (Transcript)

May.24.13 | About: Global Geophysical (GEGSQ)

Global Geophysical Services, Inc. (GGS) 2013 Annual Shareholder Meeting May 24, 2013 10:00 AM ET

Executives

Richard C. White - Chairman, Chief Executive Officer and President

Adriana Mateescu

Jeff M. Howell - Vice President of Health, Safety, Environment & Quality

George E. Matelich - Independent Director, Member of Nominating & Corporate Governance Committee and Member of Compensation Committee

Richard C. White

Good morning, ladies and gentlemen. Will the meeting please come to order? I want to...

Adriana Mateescu

Richard, we would like to call on Jeffrey.

Richard C. White

Jeffrey, would you please give us a HSE update?

Jeff M. Howell

Yes, thanks. Welcome to Missouri City in our headquarter office here. If the alarm goes off -- I hope you were given one of these evacuation cards. But if the alarm goes off, we're going to leave and we're going to go through this exit right here, right here next to these glass doors, and walk through this little pavilion here. There's a side walk down the side of the building, leads you out to a very big parking lot out back. There's a lot of cars out there today, but there's several red squares painted on the ground, and that's where we'll assemble. And there's a square that's got a numeral 1 and a #2, and we're going to meet with #1 because that's where the first floor visitors meet. And we're going to stay there until it's -- the all clear is given, and then we can come back in. And only until then. Okay? So any questions about that?

Okay. If you're outside, if you leave this room and you're outside anywhere and the alarm goes off, go to the nearest exit, walk outside the building, don't walk through the building, and go to the same assembly area. You can get there by the driveway on that side of the building and this walkway on this side. We don't expect the alarm to go off today. There's no drills planned. So if it goes off, that means we have to go. Okay? Any questions about that?

Richard C. White

Jeff, thanks.

Adriana Mateescu

Thank you.

Richard C. White

I want to welcome all of you to the 2013 Annual Meeting of Stockholders of Global Geophysical Service, Inc. I'm Richard White, Chairman of the Board, President and Chief Executive Officer and will serve as Chairman of the Meeting. Mr. James Brasher, who will serve as Secretary of the Meeting, will take minutes. Ms. Adriana Mateescu will be -- has been appointed Inspector of Elections for today's meeting.

So I'd like to introduce our Board of Directors. Mr. Mike Forrest, Mr. Mike Bahorich, Mr. Joseph McCoy, Mr. Damir Skerl, Mr. Sandy Osborne, Mr. Karl Kurz...

George E. Matelich

And George Matelich.

Richard C. White

And Mr. George Matelich. Oh, sorry I didn't see you, George.

Jeff M. Howell

You hiding too?

George E. Matelich

[indiscernible].

Richard C. White

I'm also pleased to introduce our auditors, UHY. Mr. Mark Anderson, our engagement partner; Mr. Conrad Johnson, our concurring partner; and Mr. Richard Schneider, Senior Manager. Gentlemen, thank you for joining us today.

Adriana Mateescu

Thank you.

Richard C. White

As you entered the meeting room, you should have received an agenda for the meeting and the rules that will govern the meeting. I'd like to point out briefly a couple of important items. The business of the meeting will be taken up as set forth in the agenda, and when an item on the agenda is before the meeting for consideration, questions and comments should be confined to that item. We also ask that any stockholder who wishes to address the meeting with respect to a matter which is not on the agenda to do so after the voting closes, at which time I will entertain questions regarding the company.

The 2013 Annual Meeting of Stockholders has been called for the following purposes: to elect 3 directors, George Matelich, Stanley Osborne and Karl Kurz; to approve an advisory base -- on an advisory basis, the compensation of our named executives; to ratify the appointment of UHY LLP as our independent accounting firm for the 2013 fiscal year; and to consider any other business that is properly presented at the annual meeting.

Computershare, our transfer agent, has submitted an affidavit to the effect that they have mailed the notice of this meeting, accompanied by a proxy statement and the company's annual report on Form 10-K for the fiscal year 2012, to each person who is a stockholder of the company as of close of business on April 4, 2013, the record date. All stockholders of record at the close of business on April 4, 2013, are entitled to vote at this annual meeting.

Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business.

Adriana, do we have a quorum?

Adriana Mateescu

Mr. Chairman, I report that on April 4, 2013, the record date for this meeting, there were 37,965,582 shares of common stock of global outstanding and entitled to vote at this meeting. Account of the shares of stock prior to the start of this meeting indicates that 33,092,853 shares of stock are represented at the meeting. This constitutes approximately 87% of the total of outstanding shares and therefore, a quorum is present.

Richard C. White

Most of the stockholders who returned proxies authorized the persons named in the proxy to vote on all propositions coming before the meeting. Ballots were available at the registration desk for stockholders wishing to vote in person or individuals holding proxies from registered stockholders. Anyone needing a ballot must register with the Inspector of Elections. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Is there anyone else wishing to vote who does not have a ballot?

Adriana Mateescu

Anybody?

Richard C. White

Thank you. Legal notice of the meeting has been given, a quorum is present, and the meeting is lawfully convened and ready for the transaction of business. The polls are now open for voting, but before I would -- before that, I would like to outline briefly the proposals as presented in the proxy statement.

Proposal #1. The first proposal before the meeting is to elect the following 3 Class 2 directors: George Matelich, Stanley Osborne and Karl Kurz. By way of background, our third amended and restated Certificate of Incorporation provides for a classified Board of Directors divided into 3 classes. One class of directors is to be elected each Annual Meeting of Stockholders to serve for a 3-year term. At this year's meeting, the board has nominated and recommends for the election of all 3 directors, as mentioned, serving for a 3-year term until the 2016 annual meeting.

Is there a motion regarding the election of directors?

Unknown Attendee

Mr. Chairman, I move that Messrs. Matelich, Osborne and Kurz be elected Class 2 directors and serve for a 3-year term until appointed [indiscernible].

Unknown Attendee

Mr. Chairman, I second the motion.

Richard C. White

Is there any discussion on the motion? If there is no discussion, I declare the nomination for directors closed.

Proposal #2. The second proposal before the meeting is the approval of the compensation of our named executive officers as mentioned in the proxy statement, also referred to as the say-on-pay vote. The company is providing its stockholders with the opportunity to cast an advisory vote on the executive compensation. The company believes that it is appropriate to seek the views of its stockholders on the design and effectiveness of the compensation -- of the executive compensation program. The company seeks to accomplish its goal in a way that rewards performance and is aligned with its stockholders' long-term interests. We believe that our executive composition program, which emphasizes long-term equity awards, satisfies this goal and it is strongly aligned with the long-term interest of the stockholders. The board recommends that you vote for the advisory resolution approving the composition of our named executive officers.

Is there a motion regarding the approval of the compensation of our named executive officers?

Unknown Attendee

Mr. Chairman, I move that Proposal #2 regarding the approval of the compensation of our named executive officers as described in the proxy statement for this meeting be approved.

Unknown Attendee

Mr. Chairman, I second the motion.

Richard C. White

Is there a discussion on the motion? If there is no discussion, I declare this matter closed.

Proposal #3. The third proposal before the meeting is to ratify the appointment of UHY LLP as our independent accounting firm for the 2013 fiscal year. UHY has been serving as the company's independent registered certified public accounting firm since our company's inception. UHY's representatives present today at the meeting will be available to answer questions concerning UHY towards the end of the meeting, if any.

Is there a motion regarding the appointment of UHY LLP as our accounting firm for to the 2013 fiscal year?

Unknown Attendee

Mr. Chairman, I move that Proposal #3 regarding appointment of UHY LLP as our accounting firm for 2013 fiscal year be approved.

Unknown Attendee

Mr. Chairman, I second the motion.

Richard C. White

Is there any discussion on the motion? If there is no discussion, I declare this matter closed. If there are ballots to be marked here at the meeting, please mark your ballots now.

[Voting]

If there is no...

Adriana Mateescu

I don't think we have any ballots.

Richard C. White

Okay. If there is no further discussion on these motions, will the Inspector of Elections please collect the ballots.

Adriana Mateescu

[indiscernible] good and voted. Perfect.

Richard C. White

So the polls are now closed as to the matters that are up for a vote. I will now ask the Inspector of Elections to report on the results of the voting.

Adriana Mateescu

Sure. Mr. Chairman, I have counted the votes cast for Proposal #1 regarding the election of the individuals nominated as directors, and I report the following:

For George Matelich, 22,386,261; withheld, 1,421,662.

Stanley Osborne, for, 22,525,597; withheld, 1,280,326.

For Mr. Kurz, for, 23,123,076; withheld, 684,847.

Mr. Chairman, the requirements of having a plurality of votes of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors was met for Proposal #1.

I have also counted the votes cast for Proposal #2 regarding the approval of the compensation of our named executive officers, and I report the following:

The number of shares for was 21,892,140. Shares against was 1,527,792. And votes that abstained were 388,021. Mr. Chairman, the number of votes for Proposal #2 constitutes more than a majority of votes of stock voting at the meeting on such proposal.

I have also counted the votes cast for Proposal #3 regarding the appointment of UHY LLP as our independent accounting firm for fiscal year 2013, and I report the following:

Votes for, 32,668,878; against, 352,147. And abstained, 77,548.

Mr. Chairman, the number of shares voted for Proposal #3 constitutes more than a majority of votes of stock voting at the meeting on such proposal.

Richard C. White

I declare that Messrs. Matelich, Osborne and Kurz have been elected to serve as the directors of the company. I hereby further declare that Proposals #2 and 3 have all been approved by the requisite votes of the stockholders of the company.

Is there any other business to be presented at the annual meeting? Are there any questions?

If there is no further business, I will entertain a motion to adjourn the meeting.

Unknown Attendee

Mr. Chairman, I move this meeting be adjourned.

Unknown Attendee

Mr. Chairman, I second the motion.

Richard C. White

If there is no opposition to the motion, I declare the 2013 Annual Meeting of Stockholders adjourned.

Thank you all very much.

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