The terms of Timothy J. Probert, David C. Baldwin
, Ernest E. Cook, Franklin Myers, Robert P. Peebler, Sam K. Smith and William F. Wallace will expire at the 2002 Annual Meeting.
has been nominated to stand for reelection at the meeting by the holder of our Series B and Series C Preferred Stock to hold office until our 2003 Annual Meeting and until his
successor is elected and qualified.Messrs.
...Mr. Baldwin served as our Vice President and Chief Financial Officer from 1999 until 2000.Mr. Baldwin is a Managing Director of SCF Partners, a Houston-based investment firm.Mr. Baldwin also serves on the Board of Newpark Resources, a provider of integrated site, environmental and drilling fluids services to the oil and gas exploration and production industry, and Flint Energy services, Ltd., a provider of mid-stream energy related services.
Member of the Audit Committee of the Board of Directors. INCUMBENT DIRECTORS NOT STANDING FOR REELECTION Officers and Directors
...David C. Baldwin(15)
...Mr. Baldwin is a Managing Director of L.E. Simmons & Associates, Incorporated, the general partner of SCF-IV, G.P., Limited Partnership.SCF-IV, G.P., Limited Partnership
is the general partner of SCF-IV, L.P.Mr. Baldwin
disclaims any beneficial ownership of the Series B and Series C Preferred Stock or any of the Common Stock into which those shares of Preferred Stock may be converted. (6) The address for The Laitram Corporation
is 220 Laitram Lane, Harahan, Louisiana 70123.
disclaims any beneficial ownership of the Series B and Series C Preferred Stock or any of the Common Stock into which such shares of Preferred Stock may be converted.See Note 5 above. (16) See Notes 14 and 15 above. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Executive officers, Directors and certain persons who own more than ten percent of the Common Stock are required by Section 16(a) of the Securities Exchange Act of 1934 and related regulations: - to file reports of their ownership of Common Stock with the Securities and Exchange Commission
and The New York Stock Exchange
, and - to furnish us with copies of the reports. We received written representations from each such person who did not file an annual report with the SEC
on Form 5 that no Form 5 was due.
...As allowed by those standards, the Board appointed Mr. Baldwin to the Audit Committee despite his previous service as Chief Financial Officer of I/O.Mr. Baldwin served as a transitional Chief Financial Officer without pay from June 1999 to January 2000 while I/O conducted a search for a permanent Chief Financial Officer.Given these exceptional circumstances and Mr. Baldwin's unique financial-related management experience, the Board determined that the best interests of the corporation and its stockholders required that Mr. Baldwin be appointed to the Audit Committee.The Audit Committee
met four times in 2001. The Compensation Committee
reviews and approves all salary and other remuneration for officers.The Compensation Committee
is also responsible for the administration of INPUT OUTPUT INC's
profit sharing plans and stock option or other stock-based plans.In 2001, the Compensation Committee
met three times. The Nominating Committee recommends to the Board
of Directors candidates for election to the Board of Directors.The Nominating Committee will consider recommendations for nominees for directorships submitted by stockholders.