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): June 9, 2020
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
| TEXAS | 001-32472 | 74-2095844 |
| (State of incorporation or organization) |
(Commission file number) | (I.R.S. employer identification number) |
508 West Wall, Suite 800
Midland, Texas 79701
(Address of principal executive offices) (Zip Code)
(432) 684-3000
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
¨ 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))
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | DWSN | The NASDAQ Stock Market |
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. |
The Annual Meeting of Shareholders of the Company was held on June 9, 2020. The following proposals were adopted by the margins indicated:
1. Proposal to elect a Board of Directors to hold office until the next annual meeting of shareholders and until their successors are elected and qualified.
| Number of Shares | ||||||||||||
| Director Name | For | Withheld | Broker Non-Votes | |||||||||
| Craig W. Cooper | 7,492,735 | 5,333,405 | 6,771,900 | |||||||||
| Stephen C. Jumper | 12,115,954 | 710,186 | 6,771,900 | |||||||||
| Michael L. Klofas | 9,530,538 | 3,295,602 | 6,771,900 | |||||||||
| Ted R. North | 10,417,113 | 2,409,027 | 6,771,900 | |||||||||
| Mark A. Vander Ploeg | 9,578,020 | 3,248,120 | 6,771,900 | |||||||||
2. Proposal to approve an amendment to the Company’s 2016 Stock and Performance Incentive Plan.
| Number of Shares | ||||
| For | 9,587,459 | |||
| Against | 3,191,903 | |||
| Abstain | 46,778 | |||
| Broker Non-Votes | 6,771,900 | |||
3. Proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
| Number of Shares | ||||
| For | 19,003,334 | |||
| Against | 492,335 | |||
| Abstain | 102,371 | |||
4. Proposal to approve, on an advisory basis, the executive compensation of the named executive officers.
| Number of Shares | ||||
| For | 9,172,065 | |||
| Against | 3,570,099 | |||
| Abstain | 83,976 | |||
| Broker Non-Votes | 6,771,900 | |||
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.
| DAWSON GEOPHYSICAL COMPANY |
| Date: June 10, 2020 | By: | /s/ James K. Brata |
| James K. Brata | ||
| Executive Vice President, Chief Financial Officer, Secretary and Treasurer |