According to the Complaint, Plaintiff, a holder of Geospace common stock, seeks injunctive relief requiring Geospace to comply with the “unbundling rules” promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 14 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), including SEC Rules 14a-4(a)(3) and 14a-4(b)(1). The unbundling rules require that shareholders be allowed to vote on each separate matter presented in a proxy for shareholder vote.
On June 14, 2013, Geospace filed a Schedule 14A Definitive Proxy Statement (the “Proxy”) and Proxy Card with the SEC in connection with the Special Meeting. The Complaint alleges that the Proxy and Proxy Card violated the SEC’s unbundling rules set out in Rules 14a-4(a)(3) and 14a-4(b)(1) under the Exchange Act by impermissibly attempting to force shareholders to cast a single vote on two fundamentally separate matters: (i) whether to re-approve a stock plan that has long expired, and thus provide the Company with the ability to once again validly grant stock awards to its executive officers and other key employees, and (ii) whether to ratify stock awards
previously granted in violation of the plan.
On December 16, 2013, the Plaintiff and Defendant stipulated and agreed that the Plaintiff’s claims were to be dismissed with prejudice.