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): June 11, 2010
TGC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Texas |
| 0-14908 |
| 74-2095844 |
(State of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
101 East Park Blvd., Suite 955
Plano, TX 75074
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (972) 881-1099
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of TGC Industries, Inc. (TGC or the Company) was held on June 11, 2010, in New York, New York, at which the following matters were submitted for a vote to TGCs shareholders:
(1) To elect six director nominees to serve for the term of one year and until their successors are duly elected and have qualified. All nominees were elected as directors with the following vote:
Nominee |
| Votes For font> |
| Votes Withheld |
| Broker Non-Votes |
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Wayne A. Whitener |
| 10,061,438 |
| 1,847,981 |
| 2,669,250 |
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William J. Ba rrett |
| 9,839,892 |
| 2,069,527 |
| 2,669,250 |
|
Herbert M. Gardner |
| 8,580,064 |
| 3,329,355 |
| 2,669,250 |
|
Allen T. McInnes |
| 10,135,477 |
| 1,773,942 |
| 2,669,250 |
|
Edward L. Flynn |
| 11,582,658 |
| 326,761 |
| 2,669,250 |
|
Stephanie P. Hurtt |
| 11,567,016 |
| 342,403 |
| 2,669,250 |
|
(2) To approve an amendment to the Companys 2006 Stock Awards Plan. This proposal was approved with the following vote:
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| Votes For td> |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
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| 10,552,450 |
| 1,340,153 |
| 16,816 |
| 2,669,250 |
|
A copy of the amendment to the Companys 2006 Stock Awards Plan is included as Exhibit 10.1 hereto and incorporated herein by reference.
(3) To ratify the selection of Lane Gorman Trubitt, L.L.P. as the independent registered public accounting firm for the fiscal year ending December 31, 2010. This proposal was approved with the following vote:
|
| Votes For < /td> |
| Votes Against |
| Abstentions |
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|
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|
|
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|
|
| 14,534,256 |
| 32,509 |
| 11,904 |
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment No. 1 to the 2006 Stock Awards Plan.
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.
| TGC INDUSTRIES, INC. | |
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Date: June 17, 2010 | By: | Wayne A. Whitener |
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| Wayne A. Whitener |
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| President and CEO |
Exhibit 10.1
AMENDMENT NO. 1
to
2006 STOCK AWARDS PLAN
of
TGC INDUSTRIES, INC.
On April 12, 2010, the Board of Directors of TGC Industries, Inc., a Texas corporation (the Company) adopted Amendment No. 1 to the 2006 Stock Awards Plan (the 2006 Plan) to increase the number of shares authorized for issuance under the 2006 Plan by 2,000,000 shares (from 1,000,000 shares to 3,000,000 shares). Such amendment was approved by the Companys shareholders at their annual meeting held on June 11, 2010.
The 2006 Plan, authorizing 1,000,000 shares of Common Stock for issuance, was originally approved by the Companys shareholders June 6, 2006. The 2006 Plan is hereby amended by completely replacing Article 5.1 to read as follows:
5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 3,000,000 shares, 100% of which may be delivered pursuant to Incentive Stock Options. Subject to adjustment pursuant to Articles 11 and 12, no Participant may receive in any calendar year (i) Stock Options relating to more than 50,000 shares of Common Stock, or (ii) Common Stock or Restricted Stock relating to more than 30,000 shares of Common Stock; provided, however, that all such Awa rds to any Participant during any calendar year shall not exceed an aggregate of more than 80,000 shares of Common Stock. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company shall at all times reserve and keep available the number of shares of Common Stock that will be sufficient to satisfy the requirements of this Plan.
DATED to be effective April 12, 2010.
| BOARD OF DIRECTORS OF | |
| TGC INDUSTRIES, INC. |
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| By: | /s/ Wayne A. Whitener |
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| Wayne A. Whitener |
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| President and CEO |