Shareholders at MIND Technology (NASDAQ: MIND) approve directors, plan and auditor

Rhea-AI Filing Summary

MIND Technology, Inc. held its 2026 Virtual Annual Meeting of Stockholders on July 22, 2026. Stockholders re-elected five directors to the Board, with each nominee receiving more votes cast “for” than “withheld” and 3,479,078 broker non-votes recorded for each director.

Stockholders approved an amendment to the Amended and Restated Stock Awards Plan to add 400,000 shares authorized for issuance, by 1,242,540 votes for, 1,115,811 against, 53,886 abstentions and 3,479,078 broker non-votes. They also approved, on an advisory basis, Named Executive Officer compensation (1,243,941 for; 1,107,886 against; 60,410 abstentions; 3,479,078 broker non-votes) and ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027 (5,539,605 for; 251,908 against; 99,804 abstentions; no broker non-votes).

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Peter H. Blum: 1,238,420 shares Votes for Alan P. Baden: 1,316,768 shares Broker non-votes on director elections: 3,479,078 shares +4 more

7 metrics

Votes for Peter H. Blum 1,238,420 shares Votes cast for re-election as director at 2026 Annual Meeting

Votes for Alan P. Baden 1,316,768 shares Votes cast for re-election as director at 2026 Annual Meeting

Broker non-votes on director elections 3,479,078 shares Broker non-votes reported for each director nominee

Increase in Stock Awards Plan shares 400,000 shares Additional shares authorized under Amended and Restated Stock Awards Plan (Sixth Amendment)

Plan amendment votes for 1,242,540 shares Votes for Sixth Amendment to Stock Awards Plan

Say-on-pay votes for 1,243,941 shares Votes for advisory approval of Named Executive Officer compensation

Auditor ratification votes for 5,539,605 shares Votes for ratifying Baker Tilly US, LLP for fiscal year ending January 31, 2027

Key Terms

Amended and Restated Stock Awards Plan, Broker Non-Votes, Named Executive Officer compensation, independent registered public accounting firm

4 terms

Amended and Restated Stock Awards Plan regulatory

"approve an amendment to the MIND Technology, Inc. Amended and Restated Stock Awards Plan"

Broker Non-Votes regulatory

"All nominees were re-elected as directors by the votes indicated ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Named Executive Officer compensation financial

"approve, on an advisory basis, Named Executive Officer compensation"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm regulatory

"Baker Tilly US, LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/23/2026 - 04:15 PM Accepted by SEC EDGAR 07/23/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What proposals were voted on at MIND (MIND)'s 2026 annual meeting?

Stockholders voted to re-elect five directors, approve a 400,000-share increase to the Stock Awards Plan, approve Named Executive Officer compensation on an advisory basis, and ratify Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.

Did MIND (MIND) shareholders re-elect the entire board in 2026?

Yes. Shareholders re-elected all five director nominees—Peter H. Blum, Robert P. Capps, William H. Hilarides, Thomas S. Glanville and Alan P. Baden. Each nominee received more votes cast “for” than “withheld,” with 3,479,078 broker non-votes reported for each director election.

How many additional shares were authorized under MIND (MIND)'s Stock Awards Plan?

The amendment, called the Sixth Amendment, increased the number of shares authorized for issuance under the Stock Awards Plan by 400,000 shares. The proposal passed with 1,242,540 votes for, 1,115,811 against, 53,886 abstentions and 3,479,078 broker non-votes.

How did MIND (MIND) shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved Named Executive Officer compensation with 1,243,941 votes for, 1,107,886 against and 60,410 abstentions, plus 3,479,078 broker non-votes. This “say-on-pay” vote expresses stockholder views on the company’s executive pay practices but is non-binding.

Which auditor did MIND (MIND) stockholders ratify for fiscal 2027 and by what margin?

Stockholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, with 5,539,605 votes for, 251,908 against and 99,804 abstentions, and no broker non-votes reported on this proposal.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026 

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13490	76-0210849
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2002 Timberloch Place, Suite 400 The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 281-353-4475 Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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
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

2. The approval of the Sixth Amendment to the Stock Awards Plan:

Voted For	Voted Against	Abstentions	Broker Non-Votes
1,242,540	1,115,811	53,886	3,479,078

3. 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

4. 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	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIND Technology, Inc.
July 23, 2026	By:	/s/ Robert P. Capps
		Name: Robert P. Capps
		Title: President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB